PRUCO LIFE INURANCE CO OF NEW JERSEY FLXBL PRMIUM VAR ANN AC
485BPOS, 1998-04-17
LIFE INSURANCE
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<PAGE>
   
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 17, 1998.
    
 
                                                      Registration No. 333-18117
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              -------------------
 
                                    Form N-4
 
                             REGISTRATION STATEMENT
                                     under
                        THE SECURITIES ACT OF 1933  ___
   
                       PRE-EFFECTIVE AMENDMENT NO. 1  ___
                      POST-EFFECTIVE AMENDMENT NO. 2  _X_
                                      and
                          REGISTRATION STATEMENT UNDER
                    THE INVESTMENT COMPANY ACT OF 1940  ___
    
 
   
                              AMENDMENT NO. 2  _X_
                        (Check appropriate box or boxes)
    
                              -------------------
 
                   PRUCO LIFE OF NEW JERSEY FLEXIBLE PREMIUM
                            VARIABLE ANNUITY ACCOUNT
                           (Exact Name of Registrant)
 
   
                   PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
                              (Name of Depositor)
                             213 Washington Street
                         Newark, New Jersey 07102-2992
                                 (888) PRU-2888
   (Address and telephone number of depositor's principal executive offices)
    
                     --------------------------------------
 
                               THOMAS C. CASTANO
                              Assistant Secretary
                   Pruco Life Insurance Company of New Jersey
                             213 Washington Street
                         Newark, New Jersey 07102-2992
                    (Name and address of agent for service)
 
   
                                   Copies to:
    
 
   
        Christopher E. Palmer                       Lee D. Augsburger
            Shea & Gardner                      Assistant General Counsel
   1800 Massachusetts Avenue, N.W.               The Prudential Insurance
        Washington, D.C. 20036                      Company of America
            (202) 828-2093                           751 Broad Street
                                                 Newark, New Jersey 07102
                                                      (973) 367-1388
 
    
                           -------------------------
 
It is proposed that this filing will become effective (Check appropriate space):
___ immediately upon filing pursuant to paragraph (b) of Rule 485
 
   
_X_ on May 1, 1998 pursuant to paragraph (b) of Rule 485
      -------------
         (date)
    
 
___ 60 days after filing pursuant to paragraph (a)(1) of Rule 485
 
   
___ on May 1, 1998 pursuant to paragraph (a)(1) of the Rule 485
      -------------
         (date)
    
 
If appropriate, check the following box:
<PAGE>
___ this post-effective amendment designates a new effective date for a
    previously filed post-effective amendment.
 
   
Title of Securities Being Registered....Interests in Individual Variable Annuity
Contracts
    
<PAGE>
                             CROSS REFERENCE SHEET
                (As Required By Rule 495(a) Under The 1933 Act)
 
   
<TABLE>
<CAPTION>
      N-4 Item Number and Caption               Location
      ----------------------------------------  ----------------------------------------
 
<C>   <S>                                       <C>
PART A
  1.  Cover Page..............................  Cover Page
  2.  Definitions.............................  Definitions of Special Terms Used in
                                                  This Prospectus
  3.  Synopsis................................  Profile
  4.  Condensed Financial Information.........  Appendix; Other Information
  5.  General Description of Registrant,
      Depositor, and Portfolio Companies......  Cover Page; General Information About
                                                  Pruco Life of New Jersey, The Pruco
                                                  Life of New Jersey Flexible Premium
                                                  Variable Annuity Account, and The
                                                  Investment Options Available Under the
                                                  Contract; The Interest-Rate Investment
                                                  Options and Investments by Pruco Life
                                                  of New Jersey; Other Information
  6.  Deductions..............................  Charges, Fees, and Deductions
  7.  General Description of Variable
      Annuity Contracts.......................  Cover; Profile; Definitions of Special
                                                  Terms Used in this Prospectus;
                                                  Detailed Information About the
                                                  Contract; Other Information
  8.  Annuity Period..........................  Profile; Payout Provisions
  9.  Death Benefit...........................  Profile; Detailed Information About the
                                                  Contract; Payout Provisions
 10.  Purchases and Contract Value............  Profile; Detailed Information About the
                                                  Contract; Other Information
 11.  Redemptions.............................  Profile; Detailed Information About the
                                                  Contract; Charges, Fees and Deductions
 12.  Taxes...................................  Profile; Charges, Fees and Deductions;
                                                  Federal Tax Status
 13.  Legal Proceedings.......................  Other Information
 14.  Table of Contents of the Statement of
      Additional Information..................  Other Information
</TABLE>
    
<PAGE>
   
<TABLE>
<C>   <S>                                       <C>
PART B
 15.  Cover Page..............................  Cover Page
 16.  Table of Contents.......................  Table of Contents
 17.  General Information and History.........  Cover Page
 18.  Services................................  Part A: Other Information
 19.  Purchase of Securities Being Offered....  Part A: Profile; Detailed Information
                                                  About the Contract; Other Information
 20.  Underwriters............................  Part A: Other Information
                                                  Part B: Other Information Concerning
                                                  the Account
 21.  Calculation of Performance Data.........  Part B: Other Information Concerning the
                                                  Account
 22.  Annuity Payments........................  Part A: Payout Provisions
 23.  Financial Statements....................  Part A: Financial Statements of the
                                                  Pruco Life of New Jersey Flexible
                                                  Premium Variable Annuity Account;
                                                  Financial Statements of Pruco Life
                                                  Insurance Company of New Jersey
</TABLE>
    
 
PART C
 
Information required to be included in Part C is set forth under the appropriate
Item, so numbered in Part C to this Registration Statement.
<PAGE>
                                     PART A
                      INFORMATION REQUIRED IN A PROSPECTUS
<PAGE>
                                                                     MAY 1, 1998
                                    PROFILE
                                ----------------
 
                   PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
 
                   DISCOVERY SELECT VARIABLE ANNUITY CONTRACT
 
- ------------------------------------------------------------------------------
 
THIS PROFILE IS A SUMMARY OF SOME OF THE MORE IMPORTANT POINTS THAT YOU SHOULD
CONSIDER AND KNOW BEFORE PURCHASING THE CONTRACT. THE CONTRACT IS MORE FULLY
DESCRIBED IN THE FULL PROSPECTUS WHICH ACCOMPANIES THIS PROFILE. PLEASE READ THE
PROSPECTUS CAREFULLY.
 
                              -------------------
 
1. THE DISCOVERY SELECT VARIABLE ANNUITY.
 
   
The Discovery Select Variable Annuity is a contract between you and Pruco Life
Insurance Company
of New Jersey that uses investment portfolios which accumulate cash value on a
tax-deferred basis. This allows the variable annuity to combine the advantages
of a tax-deferred investment with the flexibility and versatility of
professionally managed portfolios to meet your long-term financial goals, such
as retirement. Tax deferral simply means that you do not pay taxes on your
investments' income, dividends and capital gains each year; instead, taxes are
due when you take withdrawals or otherwise receive funds from the annuity. The
results of tax-deferred compounding can grow your assets faster than they would
in a similar taxable investment. In addition, your family receives the added
protection of a guaranteed death benefit.
    
 
The Discovery Select Variable Annuity offers a diverse selection of money
managers and variable investment options. Amounts that you allocate to a
variable investment option will fluctuate in response to market forces. You can
also select a fixed-rate option with a stipulated rate of interest for one year
or a market-value adjustment option which guarantees a stipulated rate of
interest if held for a seven year period. If you make a withdrawal or transfer
prior to the maturity date of a market-value adjustment option, the value will
be adjusted up or down or not at all, depending upon the difference in interest
rates between the date when funds were allocated to the option and the date of
the withdrawal or transfer.
 
The Discovery Select Contract, like all deferred annuity contracts, has two
phases: the accumulation phase and the income phase. During the accumulation
phase, you invest money in your Contract and earnings accumulate on a
tax-deferred basis. Your earnings are based on the investment performance of the
variable investment options and/or the interest rate earned on the fixed
investment options to which your money is allocated. During the income phase you
receive regular payments from your Contract. Among other factors, the growth of
your Contract during the accumulation phase will determine the amount or
duration of your payments during the income phase.
 
The automated withdrawal feature enables you to set up a regular income schedule
on a monthly, quarterly, semiannual or annual basis without annuitizing your
Contract. Of course, withdrawals are subject to tax and a 10% federal tax
penalty may apply if you are under age 59 1/2.
 
2. PAYOUT PROVISIONS.
 
If you want to receive regular income from your Contract, you can choose one of
these options: (1) equal installments for a fixed period; (2) monthly payments
for your life with 120 payments certain; (3) certain other annuity options; or
(4) we will hold an amount at a stated interest rate and pay the interest
annually, semi-annually, quarterly or monthly. The interest payment option is
not available for Contracts sold in connection with individual retirement
annuities ("IRAs").
<PAGE>
                                    PROFILE
                                ----------------
 
                   PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
 
                   DISCOVERY SELECT VARIABLE ANNUITY CONTRACT
 
- ------------------------------------------------------------------------------
 
During the income phase you can only choose the above options to be payable on a
fixed basis. Once you begin receiving regular payments, you cannot change your
payment plan.
 
3. PURCHASING A DISCOVERY SELECT ANNUITY.
 
You can buy a Contract through your financial representative who can also help
you complete the proper forms. You can buy a Contract with $10,000 or more.
Additional payments of $1,000 or more may also be made during the accumulation
phase. Restrictions apply to IRA Contracts.
 
4. INVESTMENT OPTIONS.
 
You can put your money in any or all of the investment options listed below:
 
<TABLE>
<S>                                                   <C>
THE PRUDENTIAL SERIES FUND, INC.
 
ADVISED BY: PRUDENTIAL INVESTMENT CORPORATION
    Money Market Portfolio                                Equity Income Portfolio
    Diversified Bond Portfolio                            Equity Portfolio
    High Yield Bond Portfolio                             Global Portfolio
    Stock Index Portfolio                                 Prudential Jennison Portfolio (a growth
                                                          portfolio)
 
AIM VARIABLE INSURANCE FUNDS, INC.                    JANUS ASPEN SERIES
ADVISED BY: AIM ADVISORS, INC.                        ADVISED BY: JANUS CAPITAL CORPORATION
    AIM V.I. Growth and Income Fund                       Growth Portfolio
    AIM V.I. Value Fund                                   International Growth Portfolio
 
MFS VARIABLE INSURANCE TRUST                          OCC ACCUMULATION TRUST
ADVISED BY: MASSACHUSETTS FINANCIAL                   ADVISED BY: OPCAP ADVISORS
  SERVICES COMPANY                                        Small Cap Portfolio
    Emerging Growth Series                                Managed Portfolio (a balanced portfolio)
    Research Series (a growth portfolio)
 
T. ROWE PRICE EQUITY SERIES, INC.                     T. ROWE PRICE INTERNATIONAL SERIES, INC.
ADVISED BY: T. ROWE PRICE ASSOCIATES, INC.            ADVISED BY: ROWE PRICE-FLEMING INTERNATIONAL, INC.
    Equity Income Portfolio                               International Stock Portfolio
 
WARBURG PINCUS TRUST
ADVISED BY: WARBURG, PINCUS COUNSELLORS, INC.
   Post-Venture Capital Portfolio
     (an aggressive growth portfolio)
</TABLE>
 
Depending upon market fluctuations, you can make or lose money in any of these
portfolios.
 
                                       2
<PAGE>
                                    PROFILE
                                ----------------
 
                   PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
 
                   DISCOVERY SELECT VARIABLE ANNUITY CONTRACT
 
- ------------------------------------------------------------------------------
 
   
You may also allocate money to the one year fixed-rate option which guarantees a
stipulated rate of interest for a one-year period or to the Market-Value
Adjustment (the "MVA") option which guarantees a stipulated rate of interest if
held for a seven year period. Each time you allocate or transfer money into
either the fixed-rate option or the MVA option a new interest cell is
established. If you make a withdrawal or transfer prior to the end of the
interest cell period, the value of the MVA option will be adjusted up or down or
not at all, depending upon the difference in the interest rates at the time the
interest cell was established and the date of withdrawal or transfer. You may
only transfer money out of the fixed-rate option during the 30-day period
following the maturity of the fixed-rate interest cell.
    
 
5. EXPENSES.
 
The Discovery Select Contract has the following cost-related product features,
outlined below.
 
   
There is an administrative charge of $30 that is imposed on each Contract
anniversary and at the time of a full withdrawal for Contracts of less than
$50,000. We deduct insurance and expense charges which total 1.40% annually of
the average daily value of your Contract allocated to the variable investment
options. There are also investment management fees and other expenses imposed on
Contracts with money allocated to the variable investment options which in
fiscal year 1997 ranged from 0.37% to 1.40% annually of the average daily value
of the investment portfolio. If applicable, you may be assessed a state premium
tax which ranges from 0.5% to 5%, depending upon the state and whether the
Contract is non-qualified or issued in connection with an IRA.
    
 
If you withdraw money in excess of the free withdrawal amount allowed in the
Contract during the first 7 years of the Contract, a withdrawal charge is
assessed. The charge is based upon the amount withdrawn and starts with 7% in
the first year and decreases 1% each year until in the 8th and later years there
is no charge.
 
   
The following chart will help you understand the charges in the Contract. The
column "Total Annual Charges" shows the total of (i) insurance charges, (ii)
expense charges, (iii) administrative charges and (iv) investment charges. The
next two columns show you examples of the charges, in dollars, you would pay
under a Contract. The examples assume that you invested $1,000 in each
investment option within the Contract earning 5% annually and that you withdraw
your money (1) at the end of year 1, and (2) at the end of year 10. For year 1,
the Total Annual Charges are assessed as well as the withdrawal charges. For
year 10, the example shows the aggregate of all the annual charges assessed for
the 10 years with no withdrawal charge. The premium tax is assumed to be 0% in
both examples.
    
 
                                       3
<PAGE>
                                    PROFILE
                                ----------------
 
                   PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
 
                   DISCOVERY SELECT VARIABLE ANNUITY CONTRACT
 
- ------------------------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
 
                                                                                                 TOTAL        TOTAL
                                                                                                ANNUAL       ANNUAL
                                                       TOTAL         TOTAL                      CHARGES      CHARGES
                                                       ANNUAL        ANNUAL        TOTAL       AT END OF    AT END OF
                                                     INSURANCE     PORTFOLIO       ANNUAL       1 YEAR      10 YEARS
PORTFOLIO                                             CHARGES       CHARGES       CHARGES         (1)          (2)
- ----------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>           <C>           <C>           <C>          <C>
THE PRUDENTIAL SERIES FUND, INC.
  Money Market                                            1.49%         0.43%         1.92%    $      82    $     221
  Diversified Bond                                        1.49%         0.43%         1.92%    $      82    $     221
  High Yield                                              1.49%         0.57%         2.06%    $      84    $     235
  Stock Index                                             1.49%         0.37%         1.86%    $      82    $     214
  Equity Income                                           1.49%         0.41%         1.90%    $      82    $     219
  Equity                                                  1.49%         0.46%         1.95%    $      83    $     224
  Prudential Jennison                                     1.49%         0.64%         2.13%    $      85    $     243
  Global                                                  1.49%         0.85%         2.34%    $      87    $     264
 
AIM VARIABLE INSURANCE FUNDS, INC.
  AIM V.I. Growth and Income                              1.49%         0.69%         2.18%    $      85    $     248
  AIM V.I. Value                                          1.49%         0.70%         2.19%    $      85    $     249
 
JANUS ASPEN SERIES
  Growth                                                  1.49%         0.70%         2.19%    $      85    $     249
  International Growth                                    1.49%         0.96%         2.45%    $      88    $     275
 
MFS VARIABLE INSURANCE TRUST
  Emerging Growth                                         1.49%         0.87%         2.36%    $      87    $     266
  Research                                                1.49%         0.88%         2.37%    $      87    $     267
 
OCC ACCUMULATION TRUST
  Managed                                                 1.49%         0.87%         2.36%    $      87    $     266
  Small Cap                                               1.49%         0.97%         2.46%    $      88    $     276
 
T. ROWE PRICE EQUITY SERIES, INC.
  Equity Income                                           1.49%         0.85%         2.34%    $      87    $     264
 
T. ROWE PRICE INTERNATIONAL SERIES, INC.
  International Stock                                     1.49%         1.05%         2.54%    $      89    $     284
 
WARBURG PINCUS TRUST
  Post-Venture Capital                                    1.49%         1.40%         2.89%    $      92    $     318
</TABLE>
    
 
   
The portfolio charges reflect any expense reimbursement or fee waiver that may
be in effect. Total Annual Insurance Charges include the annual administrative
charge reflected as a percentage as 0.09%. Depending on Contract value and the
numbers of investment options chosen, the annual administrative charge expressed
as a percentage will vary. For more detailed information, see the Fee Table in
the Prospectus for the Contract.
    
 
6. TAXES.
 
   
Earnings in your Contract are tax-deferred until you take them out. In addition,
if money is taken out before age 59 1/2, there may be a 10% tax penalty assessed
on the amount that is deemed to be income. In general, for tax purposes, if you
take money out, earnings are deemed to be taken out first and are taxed as
income. For Contracts sold in connection with traditional IRAs, the entire
distribution amount is generally considered taxable income. For Contracts sold
in connection with Roth IRAs, the entire distribution will be tax free if
certain conditions are met.
    
 
                                       4
<PAGE>
                                    PROFILE
                                ----------------
 
                   PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
 
                   DISCOVERY SELECT VARIABLE ANNUITY CONTRACT
 
- ------------------------------------------------------------------------------
 
7. ACCESS TO YOUR MONEY.
 
You can take money out at any time during the accumulation phase. Each year you
can take up to 10% of your total purchase payments without any charge plus any
charge-free amount still available from the immediately preceding Contract year.
If you withdraw money in excess of the free withdrawal amount, a percentage of
the amount you withdraw may be assessed a decreasing withdrawal charge during
the first seven Contract years (7%-6%-5%-4%-3%-2%-1%-0%). A withdrawal may be
subject to income tax and to a tax penalty.
 
8. PERFORMANCE.
 
   
The value of the Contract will fluctuate depending upon the performance of the
investment option(s) you choose. From time to time, we may advertise total
return figures for each variable investment option. As of December 31, 1997, the
Contract had been offered for less than a full calendar year, therefore no
performance information is presented here.
    
 
9. DEATH BENEFIT.
 
   
If you die during the accumulation phase, the person you have chosen as the
beneficiary will receive a death benefit. The death benefit will be the greatest
of three amounts: 1) the money you have put in the Contract less any money you
have taken out including the related withdrawal charges; 2) the value of your
Contract as of the date of due proof of death; and 3) the greatest value of your
Contract calculated as of each Contract anniversary reduced by all subsequent
withdrawals and withdrawal charges. Special provisions apply in certain states.
The death benefit will be subject to tax.
    
 
10. OTHER INFORMATION.
 
FREE LOOK.  You may return your Contract for a refund within 10 days after you
receive it. Some states allow a longer period of time during which a Contract
may be returned for a refund. Simply deliver or mail the Contract to the
Prudential Annuity Service Center or to the representative who sold it to you.
We will return your money or Contract value in accordance with applicable law
and the Contract will be canceled. Special rules apply for Contracts issued in
connection with IRAs.
 
ASSET ALLOCATION.  An asset allocation program is available, at no cost, to
assist you in determining how to allocate your purchase payments.
 
DOLLAR COST AVERAGING.  Dollar Cost Averaging allows you to have a regular
amount of money automatically transferred from the fixed-rate option or one of
the variable investment options into one or more variable investment options.
 
AUTO-REBALANCING.  Auto-rebalancing will help keep your investment in line with
the investment mix you selected. We will maintain your allocation mix by
adjusting your money between the selected variable investment options based on
the percentage allocations that you choose. This will be done at specified
intervals as elected by you.
 
                                       5
<PAGE>
                                    PROFILE
                                ----------------
 
                   PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
 
                   DISCOVERY SELECT VARIABLE ANNUITY CONTRACT
 
- ------------------------------------------------------------------------------
 
11. INQUIRIES.
 
     If you need more information, please contact us at:
 
   
     PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
       213 Washington Street
       Newark, New Jersey 07102-2992
       (888) PRU-2888
    
 
     If you need contract owner services (such as changes in Contract
     information, inquiries as to Contract values, or to elect or modify
     Contract options) please contact us at:
 
   
     PRUDENTIAL ANNUITY SERVICE CENTER
       P.O. Box 14205
       New Brunswick, New Jersey 08906-4205
       (888) PRU-2888
    
 
                                       6
<PAGE>
PROSPECTUS
 
   
MAY 1, 1998
    
 
PRUCO LIFE OF NEW JERSEY FLEXIBLE PREMIUM VARIABLE ANNUITY ACCOUNT
VARIABLE ANNUITY CONTRACTS
 
PRUCO LIFE OF NEW JERSEY MARKET-VALUE ADJUSTMENT ANNUITY CONTRACTS
 
DISCOVERY SELECT
 
   
This prospectus describes the DISCOVERY SELECT-SM- Annuity Contract* (the
"Contract"), an individual variable annuity contract offered by Pruco Life
Insurance Company of New Jersey ("Pruco Life of New Jersey", "we" or "us"), a
stock life insurance company that is an indirect wholly-owned subsidiary of The
Prudential Insurance Company of America ("Prudential").
    
 
This prospectus describes the Discovery Select-SM- Annuity Contract that is
available to residents of New York only.
 
The Contract is purchased by making an initial payment of $10,000 or more.
Additional payments of $1,000 or more may also be made. Following the deduction
for any applicable taxes, the purchase payments may be allocated as you direct
in one or more of the following ways.
 
- - They may be allocated to one or more of nineteen subaccounts, each of which
  invests in one of the following portfolios of The Prudential Series Fund, Inc.
  (the "Prudential Series Fund") or other listed portfolios (collectively, the
  "Funds"):
 
                         THE PRUDENTIAL SERIES FUND, INC.
 
<TABLE>
<S>                             <C>                             <C>
Money Market Portfolio          Stock Index Portfolio           Prudential Jennison Portfolio
Diversified Bond Portfolio      Equity Income Portfolio         Global Portfolio
High Yield Bond Portfolio       Equity Portfolio
</TABLE>
 
                       AIM VARIABLE INSURANCE FUNDS, INC.
 
             AIM V.I. Growth and Income Fund    AIM V.I. Value Fund
 
<TABLE>
<S>                                                 <C>
                JANUS ASPEN SERIES                             MFS VARIABLE INSURANCE TRUST
Growth Portfolio    International Growth Portfolio      Emerging Growth Series    Research Series
 
              OCC ACCUMULATION TRUST                        T. ROWE PRICE EQUITY SERIES, INC.
     Managed Portfolio    Small Cap Portfolio                    Equity Income Portfolio
 
     T. ROWE PRICE INTERNATIONAL SERIES, INC.                      WARBURG PINCUS TRUST
          International Stock Portfolio                       Post-Venture Capital Portfolio
</TABLE>
 
- - They may be allocated to a fixed-rate option which guarantees a stipulated
  rate of interest for a one year period.
 
- - They may be allocated to a market-value adjustment option which guarantees a
  stipulated rate of interest if held for a seven year period.
 
                                                          CONTINUED ON NEXT PAGE
                 ------------------------------------------------
 
  PLEASE READ THIS PROSPECTUS AND KEEP IT FOR FUTURE REFERENCE. IT IS
  ACCOMPANIED BY A CURRENT PROSPECTUS FOR EACH OF THE FUNDS. EACH OF THESE
  PROSPECTUSES SHOULD BE READ CAREFULLY AND RETAINED FOR FUTURE REFERENCE.
 
  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES
  AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
  ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
  OFFENSE.
 
   
<TABLE>
<S>                                       <C>
PRUCO LIFE INSURANCE COMPANY OF NEW       PRUDENTIAL ANNUITY SERVICE CENTER
JERSEY
213 Washington Street                     P.O. Box 14205
Newark, New Jersey 07102-2992             New Brunswick, New Jersey 08906-4205
                                          Telephone: (888) PRU-2888
</TABLE>
    
 
*DISCOVERY SELECT is a service mark of Prudential.
<PAGE>
CONTINUED FROM FRONT COVER
 
The value allocated to the subaccounts will vary daily with the investment
performance of those accounts. If amounts allocated to a market-value adjustment
option are withdrawn or transferred prior to the expiration of the interest rate
period, the Contract value will be subject to a Market-Value Adjustment, which
could result in receipt of more or less than the original amount allocated to
that option. On the annuity date, the cash value will be applied to effect a
fixed-dollar annuity. Upon annuitization, your participation in the investment
options ceases. Prior to that annuity date, you may withdraw in whole or in part
the cash value of the Contract.
 
   
This prospectus provides information a prospective investor should know before
investing. Additional information about the Contract has been filed with the
U.S. Securities and Exchange Commission in a Statement of Additional
Information, dated May 1, 1998, which information is incorporated herein by
reference, and is available without charge upon written request to Prudential
Annuity Service Center, P.O. Box 14205, New Brunswick, New Jersey 08906-4205, or
by telephoning (888) PRU-2888.
    
 
The accompanying prospectuses for the Funds and the related statements of
additional information describe the investment objectives and risks of investing
in the Funds. Additional Funds and subaccounts may be offered in the future.
 
   
The Contents of the Statement of Additional Information with respect to the
Contract appear on page 28 of this prospectus.
    
<PAGE>
                              PROSPECTUS CONTENTS
 
<TABLE>
<CAPTION>
                                                                 PAGE
                                                                -----
<S>                                                      <C>
DEFINITIONS OF SPECIAL TERMS USED IN THIS PROSPECTUS...                    1
 
FEE TABLE..............................................                    2
 
GENERAL INFORMATION ABOUT PRUCO LIFE OF NEW JERSEY, THE
  PRUCO LIFE
  OF NEW JERSEY FLEXIBLE PREMIUM VARIABLE ANNUITY
  ACCOUNT, AND THE INVESTMENT OPTIONS AVAILABLE UNDER
  THE CONTRACT.........................................                    7
    PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY.........                    7
    PRUCO LIFE OF NEW JERSEY FLEXIBLE PREMIUM VARIABLE
     ANNUITY ACCOUNT...................................                    7
    THE FUNDS..........................................                    8
    THE INTEREST-RATE INVESTMENT OPTIONS AND
     INVESTMENTS BY PRUCO LIFE OF NEW JERSEY...........                   10
 
DETAILED INFORMATION ABOUT THE CONTRACT................                   10
    REQUIREMENTS FOR ISSUANCE OF A CONTRACT............                   10
    SHORT-TERM CANCELLATION RIGHT OR "FREE LOOK".......                   11
    ALLOCATION OF PURCHASE PAYMENTS....................                   11
    ASSET ALLOCATION PROGRAM...........................                   11
    CASH VALUE.........................................                   11
    GUARANTEED INTEREST RATE PERIODS...................                   11
    WHAT HAPPENS WHEN AN INTEREST CELL REACHES ITS
     MATURITY DATE?....................................                   12
    TRANSFERS..........................................                   12
    DOLLAR COST AVERAGING..............................                   12
    AUTO-REBALANCING...................................                   13
    WITHDRAWALS........................................                   13
    AUTOMATED WITHDRAWALS..............................                   13
    MARKET-VALUE ADJUSTMENT............................                   14
    DEATH BENEFIT......................................                   14
    VALUATION OF A CONTRACT OWNER'S CONTRACT FUND......                   15
 
CHARGES, FEES AND DEDUCTIONS...........................                   16
    PREMIUM TAXES AND TAXES ATTRIBUTABLE TO PURCHASE
     PAYMENTS..........................................                   16
    ADMINISTRATIVE CHARGE..............................                   16
    CHARGE FOR ASSUMING MORTALITY AND EXPENSE RISKS....                   16
    EXPENSES INCURRED BY THE FUNDS.....................                   16
    WITHDRAWAL CHARGE..................................                   16
    TRANSACTION CHARGE.................................                   17
    OTHER CHARGES......................................                   17
 
FEDERAL TAX STATUS.....................................                   17
    DIVERSIFICATION AND INVESTOR CONTROL...............                   18
    TAXES PAYABLE BY CONTRACT OWNERS...................                   18
    WITHHOLDING........................................                   19
    IMPACT OF FEDERAL INCOME TAXES.....................                   19
    IRS REQUIRED DISTRIBUTIONS ON DEATH OF OWNER.......                   20
    CONTRACTS USED IN CONNECTION WITH TAX FAVORED
     PLANS.............................................                   20
    IRAs...............................................                   20
    SEPs...............................................                   21
    SIMPLE-IRAs........................................                   21
    TDAs...............................................                   22
    MINIMUM DISTRIBUTION OPTION........................                   22
    WITHHOLDING ON TAX FAVORED PLANS...................                   22
    PENALTY FOR EARLY WITHDRAWALS......................                   23
    ERISA DISCLOSURE...................................                   23
    ADDITIONAL ERISA REQUIREMENTS......................                   23
</TABLE>
 
                                       i
<PAGE>
<TABLE>
<CAPTION>
                                                                 PAGE
                                                                -----
<S>                                                      <C>
PAYOUT PROVISIONS......................................                   23
    1.  ANNUITY PAYMENTS FOR A FIXED PERIOD............                   24
    2.  LIFE ANNUITY WITH 120 PAYMENTS CERTAIN.........                   24
    3.  INTEREST PAYMENT OPTION........................                   24
    4.  OTHER ANNUITY OPTIONS..........................                   24
    LEGAL CONSIDERATIONS RELATING TO SEX-DISTINCT
     ANNUITY PURCHASE RATES............................                   25
 
OTHER INFORMATION......................................                   25
    MISSTATEMENT OF AGE OR SEX.........................                   25
    SALE OF THE CONTRACT AND SALES COMMISSIONS.........                   25
    VOTING RIGHTS......................................                   25
    SUBSTITUTION OF FUND SHARES........................                   26
    OWNERSHIP OF THE CONTRACT..........................                   26
    PERFORMANCE INFORMATION............................                   26
    REPORTS TO CONTRACT OWNERS.........................                   27
    STATE REGULATION...................................                   27
    EXPERTS............................................                   27
    LITIGATION.........................................                   27
    YEAR 2000 COMPLIANCE...............................                   27
    STATEMENT OF ADDITIONAL INFORMATION................                   28
    ADDITIONAL INFORMATION.............................                   28
    FINANCIAL STATEMENTS...............................                   28
 
ACCUMULATION UNIT VALUES...............................                   29
 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
  CONDITION AND
  RESULTS OF OPERATIONS................................                   31
 
DIRECTORS AND OFFICERS.................................                   38
 
EXECUTIVE COMPENSATION.................................                   39
 
MARKET-VALUE ADJUSTMENT FORMULA........................                  C-1
</TABLE>
 
                                       ii
<PAGE>
                   DEFINITIONS OF SPECIAL TERMS USED IN THIS
                                   PROSPECTUS
 
ACCOUNT--See the Pruco Life of New Jersey Flexible Premium Variable Annuity
Account (the "Account"), below.
 
ANNUITANT--The person or persons, designated by the Contract owner, upon whose
life or lives monthly annuity payments are based after an annuity is effected.
 
ANNUITY CONTRACT--A contract designed to provide an annuitant with an income,
which may be a lifetime income, beginning on the annuity date.
 
ANNUITY DATE--The date, specified in the Contract, when annuity payments begin.
 
CASH VALUE--The surrender value of the Contract, which equals the Contract Fund
plus or minus any Market-Value Adjustments less any withdrawal charge and any
administrative charge due upon surrender.
 
CHARGE-FREE AMOUNT--The amount of purchase payments in your Contract Fund that
is not subject to a withdrawal charge.
 
CONTRACT ANNIVERSARY--The same day and month as the Contract date in each later
year.
 
CONTRACT DATE--The date Pruco Life of New Jersey received the initial purchase
payment and certain required documentation.
 
CONTRACT FUND--The total value attributable to a specific Contract representing
amounts invested in all the subaccounts and in the interest-rate investment
options.
 
   
CONTRACT OWNER--You. A person who purchases a DISCOVERY SELECT-SM- Contract and
makes the purchase payments. The Contract may be owned by joint owners, however,
the joint owners must be spouses and joint ownership will only be allowed on
non-qualified Contracts. An owner will usually also be an annuitant, but need
not be. An owner has all rights in the Contract before the annuity date. Subject
to certain limitations and requirements described in this prospectus, these
rights include the right to make withdrawals or surrender the Contract, to
designate and change the beneficiaries who will receive the proceeds at the
death of the annuitant before the annuity date, to transfer funds among the
investment options, and to designate a mode of settlement for the annuitant on
the annuity date.
    
 
CONTRACT YEAR--A year that starts on the Contract Date or on a Contract
anniversary.
 
FIXED-RATE OPTION--An investment option under which Pruco Life of New Jersey
credits interest to the amount allocated at a guaranteed interest rate
periodically declared in advance by Pruco Life of New Jersey but not less than
3%.
 
GUARANTEED INTEREST RATE--The effective annual interest rate credited during the
interest rate period.
 
INTEREST CELL--A division of the interest-rate investment options which is
established whenever you allocate or transfer money into an interest-rate
investment option. The amount in the interest cell is credited with a guaranteed
interest rate, declared in advance by Pruco Life of New Jersey and never less
than 3%, if held for the duration of the cell's interest rate period.
 
INTEREST-RATE INVESTMENT OPTIONS--The fixed-rate option and the market-value
adjustment option.
 
INTEREST RATE PERIOD--The period for which the guaranteed interest rate is
credited.
 
MARKET-VALUE ADJUSTMENT--If amounts are withdrawn or transferred from a
market-value adjustment option before the end of the interest rate period, a
Market-Value Adjustment will occur. A Market-Value Adjustment may result in an
increase, decrease or no change in the value of the money that was in the
interest cell. For the formula used to calculate the adjustment, see
MARKET-VALUE ADJUSTMENT FORMULA, on page C-1.
 
MARKET-VALUE ADJUSTMENT OPTION ("MVA OPTION")-- An interest-rate investment
option subject to a Market-Value Adjustment.
 
THE PRUCO LIFE OF NEW JERSEY FLEXIBLE PREMIUM VARIABLE ANNUITY ACCOUNT (THE
"ACCOUNT")--A separate account of Pruco Life of New Jersey registered as a unit
investment trust under the Investment Company Act of 1940.
 
SUBACCOUNT--A division of the Account, the assets of which are invested in
shares of the corresponding portfolio of the funds.
 
VALUATION PERIOD--The period of time from one determination of the value of the
amount invested in a subaccount to the next. Such determinations are made when
the net asset values of the portfolios are calculated, which is generally at
4:15 p.m. New York City time on each day during which the New York Stock
Exchange is open.
 
VARIABLE INVESTMENT OPTIONS--The subaccounts.
 
                                       1
<PAGE>
                                   FEE TABLE
 
CONTRACT OWNER TRANSACTION EXPENSES
 
Sales Charge Imposed on Purchase Payments...................     None
 
Maximum Withdrawal Charge:
 
<TABLE>
<CAPTION>
                                                                          The Withdrawal Charge Will Be Equal
            For Withdrawals During The Contract                            To The Following Percentage Of The
                       Year Indicated                                              Amount Withdrawn*
- ------------------------------------------------------------  ------------------------------------------------------------
<S>                                                           <C>
 
    First Contract Year                                                                    7%
    Second Contract Year                                                                   6%
    Third Contract Year                                                                    5%
    Fourth Contract Year                                                                   4%
    Fifth Contract Year                                                                    3%
    Sixth Contract Year                                                                    2%
    Seventh Contract Year                                                                  1%
    Eighth and Subsequent Contract Years                                               No Charge
</TABLE>
 
    * THE WITHDRAWAL CHARGE IS NOT IMPOSED ON ANY CHARGE-FREE WITHDRAWAL AMOUNTS
    OR ANY AMOUNT USED TO PROVIDE INCOME UNDER THE LIFE ANNUITY WITH 120
    PAYMENTS CERTAIN OPTION.
 
    THERE WILL BE A REDUCTION IN SUCH WITHDRAWAL CHARGE IN THE CASE OF CONTRACTS
    ISSUED TO CONTRACT OWNERS ISSUE AGE 84 AND OLDER.
 
   
Annual Contract Fee and Fee upon Full Withdrawal............  $30
 
THIS CHARGE WILL BE APPORTIONED OVER ALL THE ACCOUNTS MAKING UP THE CONTRACT
FUND AS OF THE EFFECTIVE DATE OF THAT DEDUCTION. AMOUNTS APPORTIONED TO THE TWO
INTEREST-RATE INVESTMENT OPTIONS WILL REDUCE THE INTEREST CELLS ON A FIFO (FIRST
IN/FIRST OUT) BASIS DETERMINED BY THE AGE OF THE CELL. THE CHARGE WILL NOT BE
MADE IF THE CONTRACT FUND IS $50,000 OR MORE.
    
 
   
Transfer Charge.............................................      $25
 
Imposed only for transfers in excess of twelve transfers in
a Contract year, excluding transfers in connection with
dollar cost averaging and auto-rebalancing.
 
SEPARATE ACCOUNT ANNUAL EXPENSES
(AS A PERCENTAGE OF AVERAGE CONTRACT FUND)
    
 
<TABLE>
<CAPTION>
ALL SUBACCOUNTS
- ------------------------------------------------------------
<S>                                                           <C>
Mortality and Expense Risk Charge...........................       1.25%
 
Administrative Fee..........................................       0.15%
                                                              ----------
 
Total Separate Account Annual Expenses......................       1.40%
                                                              ----------
                                                              ----------
</TABLE>
 
ANNUAL EXPENSES OF THE FUNDS
(AS A PERCENTAGE OF PORTFOLIO AVERAGE NET ASSETS)
 
   
<TABLE>
<CAPTION>
                                                                                          TOTAL FUND ANNUAL
                                                       INVESTMENT          OTHER       EXPENSES (AFTER EXPENSE
                                                     MANAGEMENT FEE      EXPENSES          REIMBURSEMENTS)
                                                   -------------------  -----------  ---------------------------
<S>                                                <C>                  <C>          <C>
THE PRUDENTIAL SERIES FUND(1)
  Money Market Portfolio.........................           0.40%            0.03%                0.43%
  Diversified Bond Portfolio.....................           0.40%            0.03%                0.43%
  High Yield Bond Portfolio......................           0.55%            0.02%                0.57%
  Stock Index Portfolio..........................           0.35%            0.02%                0.37%
  Equity Income Portfolio........................           0.40%            0.01%                0.41%
  Equity Portfolio...............................           0.45%            0.01%                0.46%
  Prudential Jennison Portfolio..................           0.60%            0.04%                0.64%
  Global Portfolio...............................           0.75%            0.10%                0.85%
</TABLE>
    
 
                                       2
<PAGE>
   
<TABLE>
<CAPTION>
                                                                                          TOTAL FUND ANNUAL
                                                       INVESTMENT          OTHER       EXPENSES (AFTER EXPENSE
                                                     MANAGEMENT FEE      EXPENSES          REIMBURSEMENTS)
                                                   -------------------  -----------  ---------------------------
<S>                                                <C>                  <C>          <C>
AIM VARIABLE INSURANCE FUNDS, INC.(2)
  AIM V.I. Growth and Income Fund................           0.63%            0.06%                0.69%
  AIM V.I. Value Fund............................           0.62%            0.08%                0.70%
 
JANUS ASPEN SERIES(3)
  Growth Portfolio...............................           0.65%            0.05%                0.70%
  International Growth Portfolio.................           0.67%            0.29%                0.96%
 
MFS VARIABLE INSURANCE TRUST
  Emerging Growth Series.........................           0.75%            0.12%                0.87%
  Research Series................................           0.75%            0.13%                0.88%
 
OCC ACCUMULATION TRUST(4)
  Managed Portfolio..............................           0.80%            0.07%                0.87%
  Small Cap Portfolio............................           0.80%            0.17%                0.97%
 
T. ROWE PRICE(5)
  T. Rowe Price Equity Series, Inc.,
    Equity Income Portfolio......................           0.85%            0.00%                0.85%
  T. Rowe Price International Series, Inc.,
    International Stock Portfolio................           1.05%            0.00%                1.05%
 
WARBURG PINCUS TRUST(6)
  Post-Venture Capital Portfolio.................           1.07%            0.33%                1.40%
</TABLE>
    
 
The purpose of the foregoing tables is to assist Contract owners in
understanding the expenses that they bear, directly or indirectly of the Pruco
Life of New Jersey Flexible Premium Variable Annuity Account and the Funds. The
expenses relating to the Funds (other than those in the Prudential Series Fund)
have been provided to Pruco Life of New Jersey by the Funds and have not been
independently verified by Pruco Life of New Jersey. See the sections on charges
in this prospectus and the accompanying prospectuses for the Funds. The above
tables do not include any taxes attributable to purchase payments nor any
premium taxes. Currently, there is no deduction for such taxes at the time
purchase payments are made, but in some states, a deduction is made when an
annuity is effected.
 
(1.)  The Prudential Series Fund. With respect to The Prudential Series Fund
portfolios, except for the Global Portfolio, Prudential reimburses a portfolio
when its ordinary operating expenses, excluding taxes, interest, and brokerage
commissions exceed 0.75% of the portfolio's average daily net assets. The
amounts listed for the portfolios under "Other Expenses" are based on amounts
incurred in the last fiscal year.
 
   
(2.)  AIM Variable Insurance Funds, Inc. AIM may from time to time voluntarily
waive or reduce its respective fees. The Funds listed above did not have any fee
waivers for the year ended 12/31/97. None of the expense ratios have been
restated. Effective May 1, 1998, the Funds reimburse AIM in an amount up to
0.25% of the average net asset value of each Fund, for expenses incurred in
providing, or assuring that participating insurance companies provide, certain
administrative services. The fee currently only applies to the average net asset
value of each Fund in excess of the net asset value of each Fund as calculated
on April 30, 1998.
    
 
   
(3.)  Janus Aspen Series. Management fees for Growth and International Growth
Portfolios reflect a reduced fee schedule effective July 1, 1997. The management
fee for each of these Portfolios reflects the new rate applied to net assets as
of December 31, 1997. Other expenses are based on gross expenses of the Shares
before expense offset arrangements for the fiscal year ended December 31, 1997.
The information for each Portfolio is net of fee waivers or reductions from
Janus Capital. Fee reductions for the Growth and International Growth Portfolios
reduce the management fee to the level of the corresponding Janus retail fund.
Other waivers, if applicable, are first applied against the management fee and
then against other expenses. Without such waivers or reductions the Management
Fee, Other Expenses and Total Operating Expenses for the shares would have been
0.74%, 0.04% and 0.78% for Growth Portfolio and 0.79%, 0.29% and 1.08% for
International Growth Portfolio. Janus Capital may modify or terminate the
waivers or reductions at any time upon at least 90 days notice to the Trustees.
    
 
   
(4.)  Other Expenses are shown gross of expense offsets afforded the Portfolios
which effectively lowered overall custody expenses. Total Portfolio Expenses for
the Small Cap and Managed Portfolios are limited by OpCap Advisors so that their
respective annualized operating expenses (net of any expense offsets) do not
exceed 1.00% of their average daily net assets. Without such expense limitations
and without giving effect to any expense
    
 
                                       3
<PAGE>
   
offsets, the Management Fees, Other Expenses and Total Portfolio Annual Expenses
incurred for the fiscal year ended December 31, 1997 would have been: .80%, .17%
and .97%, respectively, for the Small Cap Portfolio; and .80%, .07% and .87%,
respectively, for the Managed Portfolio. Expense offsets for each Portfolio for
the fiscal year ended December 31, 1997 amounted to less than one basis point
for each Portfolio.
    
 
   
(5.)  T. Rowe Price Equity Series, Inc. and T. Rowe Price International Series,
Inc. With respect to the T. Rowe Price Funds, the Investment Management Fees
include the ordinary expenses of operating the Funds.
    
 
   
(6.)  Warburg Pincus Trust. The expense figures shown above are based on actual
expenses for fiscal year 1997 including fee waivers and/or expense
reimbursements by the Portfolio's investment adviser and co-administrator.
With respect to the Warburg Pincus Trust Post-Venture Capital Portfolio, absent
the waivers and/or reimbursements, the Investment Management Fee would equal
1.25%. Other Expenses would equal 0.33%, and Total Fund Annual Expenses would
equal 1.58%. The investment adviser and co-administrator have undertaken to
limit the Portfolio's Total Portfolio Operating Expenses to the limits shown in
the table above through December 31, 1998.
    
 
EXAMPLES OF FEES AND EXPENSES
 
The following examples illustrate the cumulative dollar amount of all the above
expenses that would be incurred on each $1,000 of your investment.
 
 -  The examples assume a consistent 5% annual return on invested assets;
 
 -  The examples do not take into consideration any taxes attributable to
    purchase payments nor any premium taxes which may be payable at the time of
    annuitization or at the time of purchase payments;
 
For a term less than 10 years, the expenses shown in Table I describe applicable
charges for the withdrawal of your entire Contract Fund or if you use your
Contract Fund to effect an annuity assuming, in each case, that your Contract
Fund is invested entirely in the designated portfolio. THE EXAMPLES SHOULD NOT
BE CONSIDERED TO BE A REPRESENTATION OF PAST OR FUTURE EXPENSES; ACTUAL EXPENSES
INCURRED IN ANY GIVEN YEAR MAY BE MORE OR LESS THAN THOSE SHOWN IN THE EXAMPLES.
 
                                       4
<PAGE>
TABLE I
 
   
If you withdraw your entire Contract Fund just prior to the end of the
applicable time period or if you use your Contract Fund to effect an annuity at
the end of the applicable time period, you would pay the following cumulative
expenses on each $1,000 invested. (Note: The 1, 3 and 5 Year columns reflect the
imposition of the withdrawal charge; however, if you choose certain annuity
options after the first year this charge will not be made. Where this is the
case, the expenses shown in Table II below would be applicable. See WITHDRAWAL
CHARGE on page 16.)
    
 
   
<TABLE>
<CAPTION>
                                                                         1 YEAR       3 YEARS      5 YEARS     10 YEARS
                                                                       -----------  -----------  -----------  -----------
<S>                                                                    <C>          <C>          <C>          <C>
The Prudential Series Fund
  Money Market Portfolio.............................................   $      82    $      95    $     117    $     221
  Diversified Bond Portfolio.........................................   $      82    $      95    $     117    $     221
  High Yield Bond Portfolio..........................................   $      84    $      99    $     124    $     235
  Stock Index Portfolio..............................................   $      82    $      93    $     114    $     214
  Equity Income Portfolio............................................   $      82    $      94    $     116    $     219
  Equity Portfolio...................................................   $      83    $      95    $     119    $     224
  Prudential Jennison Portfolio......................................   $      85    $     101    $     128    $     243
  Global Portfolio...................................................   $      87    $     107    $     138    $     264
 
AIM Variable Insurance Funds, Inc.
  AIM V.I. Growth And Income Fund....................................   $      85    $     102    $     130    $     248
  AIM V.I. Value Fund................................................   $      85    $     103    $     131    $     249
 
Janus Aspen Series
  Growth Portfolio...................................................   $      85    $     103    $     131    $     249
  International Growth Portfolio.....................................   $      88    $     111    $     144    $     275
 
MFS Variable Insurance Trust
  Emerging Growth Series.............................................   $      87    $     108    $     139    $     266
  Research Series....................................................   $      87    $     108    $     140    $     267
 
OCC Accumulation Trust
  Managed Portfolio..................................................   $      87    $     108    $     139    $     266
  Small Cap Portfolio................................................   $      88    $     111    $     144    $     276
 
T. Rowe Price
  T. Rowe Price Equity Series, Inc.,
    Equity Income Portfolio..........................................   $      87    $     107    $     138    $     264
  T. Rowe Price International Series, Inc.,
    International Stock Portfolio....................................   $      89    $     113    $     148    $     284
 
Warburg Pincus Trust
  Post-Venture Capital Portfolio.....................................   $      92    $     124    $     166    $     318
</TABLE>
    
 
                                       5
<PAGE>
TABLE II
 
If you do not withdraw any portion of your Contract Fund as of the end of the
applicable time period, you would pay the following cumulative expenses on each
$1,000 invested.
 
   
<TABLE>
<CAPTION>
                                                                         1 YEAR       3 YEARS      5 YEARS     10 YEARS
                                                                       -----------  -----------  -----------  -----------
 
<S>                                                                    <C>          <C>          <C>          <C>
The Prudential Series Fund
  Money Market Portfolio.............................................   $      19    $      60    $     102    $     221
  Diversified Bond Portfolio.........................................   $      19    $      60    $     102    $     221
  High Yield Bond Portfolio..........................................   $      21    $      64    $     109    $     235
  Stock Index Portfolio..............................................   $      19    $      58    $      99    $     214
  Equity Income Portfolio............................................   $      19    $      59    $     101    $     219
  Equity Portfolio...................................................   $      20    $      60    $     104    $     224
  Prudential Jennison Portfolio......................................   $      22    $      66    $     113    $     243
  Global Portfolio...................................................   $      24    $      72    $     123    $     264
 
AIM Variable Insurance Funds, Inc.
  AIM V.I. Growth And Income Fund....................................   $      22    $      67    $     115    $     248
  AIM V.I. Value Fund................................................   $      22    $      68    $     116    $     249
 
Janus Aspen Series
  Growth Portfolio...................................................   $      22    $      68    $     116    $     249
  International Growth Portfolio.....................................   $      25    $      76    $     129    $     275
 
MFS Variable Insurance Trust
  Emerging Growth Series.............................................   $      24    $      73    $     124    $     266
  Research Series....................................................   $      24    $      73    $     125    $     267
 
OCC Accumulation Trust
  Managed Portfolio..................................................   $      24    $      73    $     124    $     266
  Small Cap Portfolio................................................   $      25    $      76    $     129    $     276
 
T. Rowe Price
  T. Rowe Price Equity Series, Inc.,
    Equity Income Portfolio..........................................   $      24    $      72    $     123    $     264
  T. Rowe Price International Series, Inc.,
    International Stock Portfolio....................................   $      26    $      78    $     133    $     284
 
Warburg Pincus Trust
  Post-Venture Capital Portfolio.....................................   $      29    $      89    $     151    $     318
</TABLE>
    
 
   
Notice that in both of the above tables, the level of cumulative charges is
identical for the 10 year column. This is because at that point there are no
withdrawal charges taken by Pruco Life of New Jersey upon surrender or
annuitization. Each year (and upon surrender), Pruco Life of New Jersey deducts
a $30 fee with respect to a Contract having a Contract Fund valued less than
$50,000. The above examples use as the annual Contract fee the average fee
assessed based on an estimate of aggregate annual Contract fees that would have
been collected based upon the number of existing Contracts during the 12 month
period ended December 31, 1997 divided by total assets allocated to the
subaccounts prospectus. Your actual fees will vary based on the amount of your
Contract Fund and your specific allocation.
    
 
   
The required table of accumulation unit values, which sets out certain
historical information about the value of interests in each subaccount, appears
in the Appendix to this prospectus on Page 29.
    
 
                                       6
<PAGE>
              GENERAL INFORMATION ABOUT PRUCO LIFE OF NEW JERSEY,
                 THE PRUCO LIFE OF NEW JERSEY FLEXIBLE PREMIUM
                       VARIABLE ANNUITY ACCOUNT, AND THE
                INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACT
 
PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
 
Pruco Life Insurance Company of New Jersey is a stock life insurance company,
organized in 1982 under the laws of the State of New Jersey. It is licensed to
sell life insurance and annuities only in the States of New Jersey and New York.
 
Pruco Life of New Jersey is a wholly-owned subsidiary of Pruco Life Insurance
Company, which in turn is a wholly-owned subsidiary of Prudential, a mutual
insurance company founded in 1875 under the laws of the State of New Jersey.
Prudential is currently considering reorganizing itself into a stock company.
This form of reorganization, known as demutualization, is a complex process that
may take two or more years to complete. No plan of demutualization has been
adopted yet by the Company's Board of Directors. Adoption of a plan of
demutualization would occur only after enactment of appropriate legislation in
New Jersey and would have to be approved by Company policyholders and
appropriate state insurance regulators. Throughout the process, there will be a
continuing evaluation by the Board of Directors and management of the Company as
to the desirability of demutualization. The Board of Directors, in its
discretion, may choose not to demutualize or to delay demutualization for a
time.
 
Should Prudential convert to a stock company, the allocation of stock, cash or
other benefits to policyholders and contract owners would be made in accordance
with procedures set forth in the plan of demutualization. In recent
demutualizations, policyholders and contract owners of the converting mutual
insurer have been eligible to receive consideration while policyholders and
contract owners of the insurer's stock subsidiaries have not. It has not yet
been determined whether any exceptions to that general approach will be made
with respect to policyholders and contract owners of Prudential's subsidiaries,
including the Pruco Life.
 
As of December 31, 1997, Prudential has invested $127 million in Pruco Life of
New Jersey through its subsidiary Pruco Life Insurance Company in connection
with Pruco Life of New Jersey's organization and operation. Prudential may from
time to time make additional capital contributions to Pruco Life of New Jersey
as needed to enable it to meet its reserve requirements and expenses in
connection with its business. However, Prudential is under no obligation to make
such contributions and its assets do not back the benefits payable under the
Contract. Pruco Life of New Jersey's financial statements begin on page B-1 and
should be considered only as bearing upon Pruco Life of New Jersey's ability to
meet its obligations under the Contracts.
 
PRUCO LIFE OF NEW JERSEY FLEXIBLE PREMIUM VARIABLE ANNUITY ACCOUNT
 
The Pruco Life of New Jersey Flexible Premium Variable Annuity Account was
established on May 20, 1996 under New Jersey law as a separate investment
account. The Account meets the definition of a "separate account" under federal
securities laws. Pruco Life of New Jersey is the legal owner of the assets in
the Account and is obligated to provide all benefits under the Contracts. Pruco
Life of New Jersey will at all times maintain assets in the Account with a total
market value at least equal to the reserve and other liabilities relating to the
variable benefits attributable to the Account. These assets are segregated from
all of Pruco Life of New Jersey's other assets and may not be charged with
liabilities which arise from any other business Pruco Life of New Jersey
conducts. In addition to these assets, the Account's assets may include funds
contributed by Pruco Life of New Jersey to commence operation of the Account and
may include accumulations of the charges Pruco Life of New Jersey makes against
the Account. From time to time these additional assets will be transferred to
Pruco Life of New Jersey's general account. Before making any such transfer,
Pruco Life of New Jersey will consider any possible adverse impact the transfer
might have on the Account.
 
The Account is registered with the U.S. Securities and Exchange Commission
("SEC") under the Investment Company Act of 1940 ("1940 Act") as a unit
investment trust, which is a type of investment company. This does not involve
any supervision by the SEC of the management or investment policies or practices
of the Account. For state law purposes, the Account is treated as a part or
division of Pruco Life of New Jersey. There are currently nineteen subaccounts
within the Account which invest in corresponding portfolios of the Funds
available under
 
                                       7
<PAGE>
the Contract. There are additional subaccounts which invest in other portfolios
of the Prudential Series Fund which are not available under the Contract.
Additional subaccounts may be added in the future. Pursuant to the terms of the
Contract, Pruco Life of New Jersey has the right to modify unilaterally the
Contract to limit the number and/or type of funds.
 
THE FUNDS
 
The following is a list showing each Fund, its investment objectives and its
investment adviser:
 
THE PRUDENTIAL SERIES FUND, INC.
 
MONEY MARKET PORTFOLIO.  The maximum current income that is consistent with
stability of capital and maintenance of liquidity through investment in
high-quality short-term debt obligations. There are no assurances that this
portfolio will maintain a stable net asset value.
 
DIVERSIFIED BOND PORTFOLIO.  A high level of income over the longer term while
providing reasonable safety of capital through investment primarily in readily
marketable intermediate and long-term fixed income securities that provide
attractive yields but do not involve substantial risk of loss of capital through
default.
 
HIGH YIELD BOND PORTFOLIO.  Achievement of a high total return through
investment in high yield/high risk fixed income securities in the medium to
lower quality ranges.
 
STOCK INDEX PORTFOLIO.  Achievement of investment results that correspond to the
price and yield performance of publicly traded common stocks in the aggregate by
following a policy of attempting to duplicate the price and yield performance of
the Standard & Poor's 500 Composite Stock Price Index.
 
EQUITY INCOME PORTFOLIO.  Both current income and capital appreciation through
investment primarily in common stocks and convertible securities that provide
favorable prospects for investment income returns above those of the Standard &
Poor's 500 Composite Stock Price Index or the New York Stock Exchange Composite
Index.
 
EQUITY PORTFOLIO.  Capital appreciation through investment primarily in common
stocks of companies, including major established corporations as well as smaller
capitalization companies, that appear to offer attractive prospects of price
appreciation that is superior to broadly-based stock indices. Current income, if
any, is incidental.
 
PRUDENTIAL JENNISON PORTFOLIO.  Long-term growth of capital through investment
primarily in equity securities of established companies with above-average
growth prospects. Current income, if any, is incidental.
 
GLOBAL PORTFOLIO.  Long-term growth of capital through investment primarily in
common stock and common stock equivalents of foreign and domestic issuers.
Current income, if any, is incidental.
 
Prudential is the investment advisor for the assets of each of the portfolios of
the Prudential Series Fund. Prudential has a Service Agreement with its
wholly-owned subsidiary The Prudential Investment Corporation ("PIC"), which
provides that, subject to Prudential's supervision, PIC will furnish investment
advisory services in connection with the management of the Prudential Series
Fund. In addition, Prudential has entered into a Subadvisory Agreement with its
wholly-owned subsidiary Jennison Associates Capital Corp. ("Jennison"), under
which Jennison furnishes investment advisory services in connection with the
management of the Prudential Jennison Portfolio.
 
AIM VARIABLE INSURANCE FUNDS, INC.
 
AIM V.I. GROWTH AND INCOME FUND.  The Fund's investment objective is to seek
growth of capital, with current income as a secondary objective.
 
AIM V.I. VALUE FUND.  The Fund's investment objective is to achieve long-term
growth of capital by investing primarily in equity securities judged by A I M
Advisors, Inc. to be undervalued relative to the current or projected earnings
of the companies issuing the securities, or relative market values of assets
owned by the companies issuing the securities or relative to the equity market
generally. Income is a secondary objective and would be satisfied principally
from the income (interest and dividends) generated by the common stocks,
convertible bonds and convertible preferred stocks that make up the Fund's
portfolio.
 
                                       8
<PAGE>
A I M Advisors, Inc., serves as the investment adviser to the AIM V.I. Value
Fund and the AIM V.I. Growth and Income Fund.
 
JANUS ASPEN SERIES
 
GROWTH PORTFOLIO.  A diversified portfolio that seeks long-term growth of
capital by investing primarily in common stocks, with an emphasis on companies
with larger market capitalizations.
 
INTERNATIONAL GROWTH PORTFOLIO.  A diversified portfolio that seeks long-term
growth of capital by investing primarily in common stocks of foreign issuers.
 
Janus Capital Corporation is the investment adviser to the Growth Portfolio and
the International Growth Portfolio and is responsible for the day-to-day
management of the portfolios and other business affairs of the portfolios.
 
MFS VARIABLE INSURANCE TRUST
 
EMERGING GROWTH SERIES.  This Series seeks to provide long-term growth of
capital. Dividend and interest income from portfolio securities, if any, is
incidental to the Series' investment objective of long-term growth of capital.
 
RESEARCH SERIES.  The Research Series' investment objective is to provide
long-term growth of capital and future income.
 
Massachusetts Financial Services Company, a Delaware corporation, is the
investment adviser to each MFS Series.
 
OCC ACCUMULATION TRUST (FORMERLY KNOWN AS QUEST FOR VALUE ACCUMULATION TRUST)
 
MANAGED PORTFOLIO.  Growth of capital over time through investment in a
portfolio consisting of common stocks, bonds and cash equivalents, the
percentages of which will vary based on management's assessments of relative
investment.
 
SMALL CAP PORTFOLIO.  Capital appreciation through investment in a diversified
portfolio of equity securities of companies with market capitalizations of under
$1 billion.
 
OpCap Advisors (formerly known as Quest for Value Advisors, the "OCC Manager")
is responsible for management of the OCC Accumulation Trust's business. Pursuant
to the investment advisory agreement with the OCC Accumulation Trust, and
subject to the authority of the Board of Trustees, the OCC Manager supervises
the investment operation of the Managed Portfolio and the Small Cap Portfolio,
furnishes advice and recommendations with respect to investments, investment
policies and the purchase and sale of securities and provides certain
administrative services for the OCC Accumulation Trust.
 
T. ROWE PRICE
 
T. ROWE PRICE EQUITY SERIES, INC., EQUITY INCOME PORTFOLIO.  The fund's
objective is to provide substantial dividend income as well as long-term capital
appreciation through investment in common stocks of established companies.
 
T. ROWE PRICE INTERNATIONAL SERIES, INC., INTERNATIONAL STOCK PORTFOLIO.  The
fund's objective is long-term growth of capital through investment primarily in
common stocks of established, non-U.S. companies.
 
T. Rowe Price Associates, Inc. is the Investment Manager for the Equity Income
Portfolio and Rowe Price-Fleming International, Inc. is the Investment Manager
for the International Stock Portfolio.
 
WARBURG PINCUS TRUST
 
POST-VENTURE CAPITAL PORTFOLIO.  Seeks long-term growth of capital by investing
primarily in equity securities of issuers in their post-venture capital stage of
development and pursues an aggressive investment strategy.
 
                                       9
<PAGE>
The Warburg Pincus Trust employs Warburg, Pincus Counsellors, Inc. as investment
adviser and Abbott Capital Management, L.P. as its sub-investment adviser with
respect to a portion of the Post-Venture Capital Portfolio allocated to private
limited partnerships or other investment funds.
 
The investment advisors with respect to the various funds charge a daily
investment management fee as compensation for their services, as set forth in
the table beginning on page 2 and as more fully described in the prospectus for
each Fund.
 
It is conceivable that in the future it may become disadvantageous for both
variable life insurance and variable annuity contract separate accounts to
invest in the same underlying mutual fund. Although neither the companies which
invest in the Funds, nor the Funds currently foresees any such disadvantage, the
Funds' Boards intend to monitor events in order to identify any material
conflict between variable life insurance and variable annuity contract owners
and to determine what action, if any, should be taken in response thereto. This
might force a Fund to sell securities at disadvantageous prices. Material
conflicts could result from such things as: (1) changes in state insurance law;
(2) changes in federal income tax law; (3) changes in the investment management
of any portfolio of the Funds; or (4) differences between voting instructions
given by variable life insurance and variable annuity contract owners.
 
Pruco Life of New Jersey will be compensated by an affiliate of each of the
Funds (other than those in the Prudential Series Fund) based upon an annual
percentage of the average assets held in the Fund by Pruco Life of New Jersey
under the Contracts. These percentages vary by Fund, and reflect administrative
and other services provided by Pruco Life of New Jersey.
 
A FULL DESCRIPTION OF THE FUNDS, THEIR INVESTMENT OBJECTIVES, MANAGEMENT,
POLICIES, AND RESTRICTIONS, THEIR EXPENSES, THE RISKS ATTENDANT TO INVESTMENT
THEREIN, AND ALL OTHER ASPECTS OF THEIR OPERATION IS CONTAINED IN THE
ACCOMPANYING PROSPECTUSES FOR EACH FUND AND IN THE RELATED STATEMENTS OF
ADDITIONAL INFORMATION, WHICH SHOULD BE READ IN CONJUNCTION WITH THIS
PROSPECTUS. THERE IS NO ASSURANCE THAT THE INVESTMENT OBJECTIVES WILL BE MET.
 
THE INTEREST-RATE INVESTMENT OPTIONS AND INVESTMENTS BY
PRUCO LIFE OF NEW JERSEY
 
Purchase payments invested in the interest-rate investment options do not result
in participation in the investment gains or losses of any designated portfolio
of investments as is the case for payments invested in the variable investment
options. The amounts invested in the interest-rate investment options are
credited with interest at rates guaranteed by Pruco Life of New Jersey. All of
Pruco Life of New Jersey's assets stand behind those guarantees.
 
Assets of Pruco Life of New Jersey must be invested in accordance with
requirements established by applicable state laws regarding the nature and
quality of investments that may be made by life insurance companies and the
percentage of their assets that may be committed to any particular type of
investment. In general, these laws permit investments, within specified limits
and subject to certain qualifications, in federal, state, and municipal
obligations, corporate bonds, preferred and common stocks, real estate
mortgages, real estate and certain other investments.
 
                    DETAILED INFORMATION ABOUT THE CONTRACT
 
REQUIREMENTS FOR ISSUANCE OF A CONTRACT
 
The minimum initial purchase payment is $10,000. Any purchase payments in excess
of $2 million require prior approval of Pruco Life of New Jersey. The Contract
may generally be issued on proposed annuitants below the age of 86. Contracts
purchased in connection with Individual Retirement Annuity plans (IRAs) will
generally be issued to annuitants below the age of 70. However, IRA Contracts
may be issued up to age 80 provided that the Minimum Distribution Option or
other appropriate Internal Revenue Service ("IRS") election is made. Before
issuing any Contract, we require submission of certain information. Following
our review of the information and approval of issuance, a Contract will be
issued that sets forth precisely your rights and Pruco Life of New Jersey's
obligations. You may thereafter make additional payments of $1,000 or more, but
there is no obligation to do so.
 
The Contract Date will be the date the initial purchase payment and required
information in good order are received at the Prudential Annuity Service Center.
The initial purchase payment is credited to the Contract Fund as of the Contract
Date. If the initial purchase payment that you submit is not accompanied by all
the information we
 
                                       10
<PAGE>
need to issue the Contract, we will contact you to get the needed information.
If we cannot obtain all the needed information within five business days after
receipt, we will either return your initial purchase payment or get your consent
to retaining it until we have received all the necessary information. If the
current underwriting requirements are not met and the issuance of the Contract
is not approved, the purchase payment will promptly be returned. Pruco Life of
New Jersey reserves the right to change these requirements on a
non-discriminatory basis. Similarly, a subsequent purchase payment will be
credited to the Contract Fund on the date following the valuation period during
which it was received in good order at the Prudential Annuity Service Center.
 
SHORT-TERM CANCELLATION RIGHT OR "FREE LOOK"
 
You can cancel the Contract within 10 days after receiving it (or whatever
greater period is required in your state). A refund may be requested by mailing
or delivering the Contract to the representative who sold it or to the
Prudential Annuity Service Center. You will receive whatever your Contract is
worth as of the day we receive your request, plus or minus the market-value
adjustment with respect to any values in the MVA option. This may be more or
less than your original payments. Some states require that we return your
payments, less any previous withdrawals. If the Contract was purchased as an
IRA, and you exercise this cancellation right, the purchase payments or the
total value of the Contract Fund (whichever is greater) will be refunded to you.
 
ALLOCATION OF PURCHASE PAYMENTS
 
You determine how the initial purchase payment will be allocated among the
subaccounts and interest-rate investment options by specifying the desired
allocation on the application form for the Contract. You may choose to allocate
nothing to a particular subaccount or interest-rate option. Unless you tell us
otherwise, subsequent purchase payments will be allocated in the same
proportions as the most recent purchase payment made (unless that was a purchase
payment you directed us to allocate on a one time-only basis). Subsequent
purchase payments are credited to the Contract Fund as of the end of the
valuation period in which a proper request is received at the Prudential Annuity
Service Center. You may change the way in which subsequent purchase payments are
allocated by providing Pruco Life of New Jersey with proper written instruction
or by telephoning the Prudential Annuity Service Center, once you have provided
the appropriate identification to effect a telephone transfer. See TRANSFERS,
page 11.
 
ASSET ALLOCATION PROGRAM
 
An Asset Allocation Program is available to assist you in determining how to
allocate your purchase payments. If you choose to participate in the program,
your registered representative will provide you with an investor profile
questionnaire. Based on your answers to the questionnaire, a software program,
designed by Prudential with the assistance of Ibbotson Associates, will identify
an asset allocation model that is appropriate for investors that have investment
objectives, risk tolerance and time horizons comparable to yours. The Asset
Allocation Program is available at no charge to you. You are under no obligation
to participate in the program or to invest according to the program
recommendations. You may ignore, in whole or in part, the investment allocations
provided by the program.
 
The Asset Allocation Program is intended as an aid in making your purchase
payment allocations. It is not a guarantee of investment return and there can be
no assurance that any portfolio will attain its investment objectives. You
should consider reviewing your investor profile questionnaire annually, and each
time your investor profile changes.
 
CASH VALUE
 
The cash value of the Contract is the amount you will receive if you withdraw
all of your Contract Fund. It is equal to the value of the Contract Fund plus or
minus any applicable Market-Value Adjustment of all amounts in MVA option
interest cells and minus any applicable withdrawal and administrative charges. A
withdrawal will generally have federal income tax consequences, which could
include tax penalties. You should consult with a tax adviser before making a
withdrawal. See WITHDRAWALS, on page 12 and FEDERAL TAX STATUS, on page 17.
 
GUARANTEED INTEREST RATE PERIODS
 
Pruco Life of New Jersey determines the effective guaranteed annual interest
rate ("guaranteed interest rate") that is available at any given time for the
one year fixed-rate option and for the MVA option. This is the rate that the
portion of the Contract Fund allocated to that option will earn throughout each
interest rate period. The rates change frequently and you may learn what
rate[s]are available from your Pruco Life of New Jersey representative.
 
                                       11
<PAGE>
When you select an interest-rate investment option, your payment will be
allocated to an interest rate cell and the interest rate will then not change
until the cell's maturity date. Interest will be added to the amount in the cell
daily at a rate that will provide the guaranteed effective yield over the period
of one year. Although the guaranteed interest rates offered may change, the
minimum guaranteed interest rate will never be less than an effective annual
rate of 3%.
 
WHAT HAPPENS WHEN AN INTEREST CELL REACHES ITS MATURITY DATE?
 
On each maturity date, we will offer an election to transfer the amount maturing
into either of the available interest-rate investment options or the
subaccounts. A Market-Value Adjustment will not be made if this is done within
the first 30 days after an interest cell within the MVA option matures. Any
amount that you transfer into the same interest-rate investment option during
the 30-day period will receive the appropriate rate for that option, effective
as of the maturity date. Amounts that you withdraw or transfer into a variable
investment option or into a different interest-rate investment option during the
30-day period will receive interest for the period between the maturity date and
the date of withdrawal or transfer at the declared renewal rate for the matured
cell (i.e. as if you had taken no action within the 30-day period) and will be
effective on the date Pruco Life of New Jersey receives your request. If you do
not make an election to transfer within the 30-day period following the maturity
date, the amount maturing will ordinarily be transferred into a new interest
cell of the same duration as the maturing cell at the prevailing interest rate.
The transfer date will be the maturity date.
 
TRANSFERS
 
You may transfer out of an investment option into any combination of other
investment options available under the Contract. The transfer request may be in
dollars, such as a request to transfer $1,000 from one subaccount to another, or
may be in terms of a percentage reallocation among subaccounts. You may make
transfers by proper written notice to the Prudential Annuity Service Center, or
by telephone. Transfers will take effect as of the end of the valuation period
in which a proper transfer request is received at the Prudential Annuity Service
Center.
 
If you wish to enroll to use the Telephone Transfer System, you must complete a
Limited Power of Attorney Telephone Transfer/Reallocation Authorization Form.
Pruco Life of New Jersey has adopted procedures designed to ensure that requests
by telephone are genuine. We will not be held liable for following telephone
instructions that we reasonably believe to be genuine. We cannot guarantee that
you will be able to get through to complete a telephone transfer during peak
periods such as periods of drastic economic or market change.
 
Transfers out of an interest cell in the fixed-rate option are permitted only
during the 30-day period following its maturity date. Amounts transferred from a
MVA Option interest cell may be subject to a Market-Value Adjustment if the
transfer is not made in the 30-day period following the maturity date of the
interest cell.
 
The Contract was not designed for professional market timing organizations or
other organizations or individuals using programmed, large or frequent
transfers. A pattern of exchanges that coincides with a "market timing" strategy
may be disruptive to the Funds and will be discouraged. If such a pattern were
to be found, we may be required to modify the transfer procedures, including but
not limited to, not accepting transfer requests of an agent acting under a power
of attorney on behalf of more than one owner.
 
You may make up to 12 transfers a year without charge. Thereafter, Pruco Life of
New Jersey will assess a charge of $25 for each subsequent transfer during that
Contract year. See TRANSACTION CHARGE, page 17. Dollar Cost Averaging and
Auto-Rebalancing transfers do not count towards the 12 transfers per year that
can be made without charge.
 
DOLLAR COST AVERAGING
 
Additionally, an administrative feature called Dollar Cost Averaging ("DCA") is
available to Contract owners. This feature allows you to transfer amounts out of
the fixed-rate option or one of the variable investment options (designated as
the "DCA account") and into one or more other variable investment options.
Transfers may be in specific dollar amounts or percentages of the amount in the
DCA account at the time of the transfer. If the DCA account balance drops below
$250, the entire remaining balance of the account will be transferred on the
next transfer date. A subsequent purchase payment allocated to a depleted DCA
account will "reactivate" the account. You may ask that transfers be made
monthly, quarterly, semi-annually or annually. You can add to the DCA account at
any time. Initial transfers must be at least 3% of the DCA account. These
amounts are subject to change at Pruco Life of New Jersey's discretion. Any
transfers made pursuant to DCA are not counted in determining the number of
transfers subject to the transfer charge.
 
                                       12
<PAGE>
Each automatic transfer will take effect as of the end of the valuation period
in monthly, quarterly, semi-annual or annual intervals as designated by you
based on the date the DCA account was established provided the New York Stock
Exchange is open on that date. If the New York Stock Exchange is not open on a
transfer date, the transfer will take effect as of the end of the valuation
period which immediately follows that date. Automatic transfers will continue
until the amount in the DCA account has been transferred, or until you notify us
and we process a change in allocation or cancellation of the feature.
 
AUTO-REBALANCING
 
This Contract offers another investment technique that you may find attractive.
The Auto-Rebalancing feature allows you to automatically rebalance subaccount
assets at specified intervals based on percentage allocations that you choose.
For example, suppose your initial investment allocation of variable investment
options A and B is split 40% and 60%, respectively. Then, due to investment
results, that split changes. You may instruct that those assets be rebalanced to
your original or different allocation percentages. Auto-Rebalancing can be
performed on a one-time basis or periodically, as you choose. You may select
that rebalancing occur in monthly, quarterly, semi-annual or annual intervals
based on your Contract year. Rebalancing will take effect as of the end of the
valuation period in the intervals you specify and will continue at those
intervals until you notify us otherwise. If the New York Stock Exchange is not
open on the rebalancing date, the transfer will take effect as of the end of the
valuation period which immediately follows that date. Any transfers made
pursuant to Auto-Rebalancing are not counted in determining the number of
transfers subject to the transfer charge. The interest-rate investment options
cannot participate in this administrative feature. In addition, you should not
include the DCA account as one of the subaccounts to be rebalanced.
 
WITHDRAWALS
 
You may at any time before the annuity date make a withdrawal from the Contract
Fund of all or part of the cash value of the Contract. However, Pruco Life of
New Jersey's consent will be required for a partial withdrawal if the amount
requested is less than $500. For federal income tax purposes, withdrawals from
Contracts other than IRAs are considered to have been made first from investment
income. See TAXES PAYABLE BY CONTRACT OWNERS, page 18.
 
You may specify from which investment options you would like the withdrawal
processed. The withdrawal amount may be specified as a dollar amount or as a
percentage of the Contract Fund. If you do not specify from where you would like
the withdrawal processed, a partial withdrawal will be withdrawn proportionally
from all investment options. Within the interest-rate investment options, we
will take the withdrawal first from the oldest eligible interest cell or cells.
A Market-Value Adjustment may apply. See MARKET-VALUE ADJUSTMENT, page 14.
 
Only amounts withdrawn from purchase payments (including full withdrawals) are
subject to a withdrawal charge. For purposes of determining withdrawal charges,
withdrawals are considered as having been made first from purchase payments. See
WITHDRAWAL CHARGE, page 15. This differs from the treatment of withdrawals for
federal income taxes as described above, where generally, withdrawals are
considered to have been made first from investment income. The withdrawal will
be effected as of the end of the valuation period in which a proper withdrawal
request is received at the Prudential Annuity Service Center.
 
Pruco Life of New Jersey will generally pay the amount of any withdrawal, less
any required tax withholding, within 7 days after we receive a properly
completed withdrawal request. We will adjust the Contract Fund to reflect any
applicable sales and/or administrative charge and Market-Value Adjustment. We
may delay payment of any withdrawal allocable to the subaccount[s] for a longer
period if the disposal or valuation of the Account's assets is not reasonably
practicable because the New York Stock Exchange is closed for other than a
regular holiday or weekend, trading is restricted by the SEC or the SEC declares
that an emergency exists. With respect to the amount of any withdrawal allocable
to the interest-rate investment options, we expect to pay the withdrawal
promptly upon request.
 
AUTOMATED WITHDRAWALS
 
Pruco Life of New Jersey also offers an Automated Withdrawal feature which
enables you to receive periodic withdrawals in monthly, quarterly, semi-annual
or annual intervals. Withdrawals will be processed as of the end of the
valuation period in the intervals you specify and will continue at those
intervals until you notify us otherwise. If the New York Stock Exchange is not
open on the processing date, the withdrawal will be processed as of the end of
the valuation period which immediately follows that date. Withdrawals may be
made from a designated
 
                                       13
<PAGE>
investment option or proportionally from all investment options. Withdrawals may
be expressed as a specified dollar amount or as a percentage of the Contract
Fund. Market-Value adjustments may apply, and withdrawal charges may apply if
the withdrawals in any Contract year exceed the charge-free amount. The minimum
automated withdrawal amount is $250. An automated withdrawal will generally have
federal income tax consequences, which could include tax penalties. See TAXES
PAYABLE BY CONTRACT OWNERS, on page 16.
 
MARKET-VALUE ADJUSTMENT
 
An amount transferred or withdrawn from an MVA option before its maturity date
will be subject to a Market-Value Adjustment.
 
The amount of the Market-Value Adjustment depends upon the difference between
the guaranteed interest rate for the interest cell from which the withdrawal or
transfer is being made and the interest rate being declared on the date of the
withdrawal or transfer by Pruco Life of New Jersey for interest rate periods
approximately equal to one year longer than the time remaining until the
maturity date of the interest cell. Pruco Life of New Jersey may not always
offer MVA options at all durations. Rates for intermediate durations not
currently offered will be declared as often as rates for durations which are
offered. Such declared rates will be determined in a manner consistent with the
offered rates, but reflecting the different investment horizon of the
intermediate duration. If you specify your withdrawal or transfer as a dollar
amount, the Market-Value Adjustment may increase or decrease the amount
remaining in the MVA option. If you request the withdrawal or transfer as a
percentage of the Contract Fund, the Market-Value Adjustment may increase or
decrease the amount being withdrawn or transferred. If the current declared rate
is higher than the guaranteed rate, there will be a decrease. If the current
declared rate is lower than the guaranteed rate, there will be an increase. The
adjustment--whether up or down--will never be greater than 40% of each amount
subject to the adjustment. For a more precise description of how the Market-
Value Adjustment is determined, and an example of how it affects the amount
remaining after a partial withdrawal, see MARKET-VALUE ADJUSTMENT FORMULA on
page C-1.
 
DEATH BENEFIT
 
Early in 1998, Pruco Life of New Jersey began to offer an enhanced Death Benefit
under the Contract. For Contracts issued after the new Death Benefit became
available in a particular state, the new Death Benefit is contained in an
Endorsement that is issued with the Contract. Existing Contract Owners are also
being given the option to elect the new Death Benefit or retain the Death
Benefit currently available under their Contracts. For existing Contract Owners
electing the new Death Benefit, the Endorsement describing the new Death Benefit
will be issued after the Contract and should be attached to and kept with the
Contract. As used here, the term "Endorsement Date" describes both the date on
which the Contract is issued with the Endorsement for Contracts purchased after
the new Death Benefit is available and the date on which the Endorsement is
issued for existing Contract Owners so electing. The new Death Benefit
provisions are described below.
 
If the sole or last surviving Annuitant dies prior to the annuity date, Pruco
Life of New Jersey will, upon receipt of all of the information necessary to
make the payment (including due proof of death and election of a payment
option), pay a Death Benefit to the beneficiary designated by the Contract
Owner.
 
IF THE SOLE OR OLDER ANNUITANT IS UNDER AGE 80 when the Death Benefit
Endorsement is issued, the Death Benefit on or prior to the Contract Anniversary
coinciding with or next following his or her 80(th) birthday will equal the
greater of, the Contract Fund value or the Guaranteed Minimum Death Benefit, as
of the date of due proof of death. The Guaranteed Minimum Death Benefit is
calculated daily and is equal to the highest annual Contract Fund value
("Step-Up").
 
Step-Up
 
Prior to the first Contract Anniversary, the Step-Up is the initial invested
purchase payment increased by additional invested purchase payments and
proportionally reduced by the effect of withdrawals. The Step-Up for each
subsequent Contract Anniversary will be reset to the greater of the Contract
Fund value as of that Contract Anniversary and the prior Step-Up. Between
Contract Anniversaries, the Step-Up will be increased by invested purchase
payments and proportionally reduced by effect of withdrawals.
 
After the Contract Anniversary coinciding with or following the Annuitant's
80(th) birthday, the Death Benefit will equal the greater of the Contract Fund
value as of the date of due proof of death or the Guaranteed Minimum
 
                                       14
<PAGE>
Death Benefit as of the Contract Anniversary coinciding with or next following
his or her 80(th) birthday, increased by additional invested purchase payments
and proportionally reduced by the effect of withdrawals since such Contract
Anniversary.
 
IF THE SOLE OR OLDER ANNUITANT IS AGE 80 OR OVER on the Endorsement Date, the
Death Benefit will equal the greater of the Contract Fund value as of the date
of due proof of death or the total invested purchase payments (initial and
additional) proportionally reduced by the effect of withdrawals.
 
Upon issuance of the Endorsement, you may not change an Annuitant or
Co-Annuitant. You may add or remove an Annuitant or Co-Annuitant only with our
prior approval.
 
If the Contract was issued prior to the Endorsement Date, the following rules
apply: (1) the initial value of the Roll-Up and the Step-Up is the total
invested purchase payments (initial and additional), less total withdrawals
(including any applicable charges) as of the issuance of the Endorsement; (2)
the initial value of the cap will be two times the initial value of the Roll-Up;
and (3) the words, "Prior to the first Contract Anniversary", as used in the
description of the Step-Up, means prior to the first Contract Anniversary
following the issuance of the Endorsement.
 
Contracts issued prior to the Endorsement Date WHOSE OWNERS WHO DO NOT ELECT TO
ATTACH THE ENDORSEMENT TO THEIR CONTRACTS and Contracts issued in states in
which the Endorsement is not available will continue to have the Death Benefit
calculated as originally offered, as follows:
 
The Death Benefit will equal the greatest of: (1) the Contract Fund as of the
date of due proof of death; or (2) the sum of all invested purchase payments
made less total withdrawals made (including withdrawal charges); or (3) the
greatest of the Contract Fund values calculated on every third Contract
anniversary reduced by all subsequent withdrawals and withdrawal charges.
 
The Death Benefit is payable on the death of the sole or last surviving
Annuitant, not the Contract Owner. For a discussion of the required distribution
rules, SEE TAXES PAYABLE BY CONTRACT OWNERS, page 16.
 
The beneficiary may receive this amount in a lump sum or under a payout option.
Unless the beneficiary has been irrevocably designated, you may change the
beneficiary at any time. If the Annuitant dies after he or she has begun to
receive annuity payments, the Death Benefit, if any, will be determined by the
type(s) of payout provisions then in effect.
 
If the annuitant was the sole owner of the Contract, the Annuitant's spouse was
the sole beneficiary, and the spouse had an unrestricted right to receive the
death benefit in a lump sum, then the spouse has the right to continue the
Contract as Annuitant and owner.
 
VALUATION OF A CONTRACT OWNER'S CONTRACT FUND
 
The value of your Contract Fund is the sum of your interests in the variable
investment options and in the interest-rate investment options. The portion of
the Contract Fund allocated to the Account is the sum of the interests in each
subaccount. The values are measured in Units, for example, Money Market Units,
Diversified Bond Units or High Yield Bond Units. Every purchase payment made by
an owner is converted into Units of the subaccount or subaccounts selected by
dividing the amount of the purchase payment by the Unit Value for the subaccount
to which that amount has been allocated. The value of these Units changes each
valuation period to reflect the investment results, expenses, and charges of the
subaccount and the corresponding Fund. Further detail about Units is contained
in the Statement of Additional Information.
 
There is, of course, no guarantee that your Contract Fund will increase or that
it will not fall below the amount of your total purchase payments. However,
Pruco Life of New Jersey guarantees a minimum interest rate of 3% a year on that
portion of the Contract Fund allocated to the interest-rate investment options.
Excess interest on payments allocated to the interest-rate investment options
may be credited in addition to the guaranteed interest rate. A Market-Value
Adjustment may apply to amounts held in the MVA option, which could reduce
effective annual yields below the guaranteed interest rate levels.
 
                                       15
<PAGE>
                          CHARGES, FEES AND DEDUCTIONS
 
PREMIUM TAXES AND TAXES ATTRIBUTABLE TO PURCHASE PAYMENTS
 
A charge may be deducted for premium taxes and any taxes attributable to
purchase payments. For these purposes, "premium taxes and taxes attributable to
purchase payments" shall include state or local premium taxes and any federal
premium taxes and any federal, state or local income, excise, business or any
other type of tax (or component thereof) measured by or based upon the amount of
premium received by Pruco Life of New Jersey. If Pruco Life of New Jersey pays a
state or local tax at the time purchase payments are made, the deduction will be
made at that time based on the applicable rate. Pruco Life of New Jersey also
reserves the right to deduct from each purchase payment a charge up to a maximum
of 0.3% for federal income taxes measured by premiums where state approval has
been obtained. Currently, no such charge is being made in any state. For a
further discussion of the federal tax rules, see FEDERAL TAX STATUS, page 16.
 
ADMINISTRATIVE CHARGE
 
There is an administrative charge to reimburse Pruco Life of New Jersey for the
expenses incurred in administering the Contracts. This includes such things as
issuing the Contract, establishing and maintaining records, and providing
reports to Contract owners. This charge is deducted daily from the assets in
each of the variable subaccounts and is equivalent to an effective annual rate
of 0.15% (.00041065% daily). There will be an additional charge of $30 annually
and upon surrender on Contracts with less than $50,000 in the Contract Fund.
This $30 charge will be apportioned over all investment options making up the
Contract Fund as of the effective date of that deduction.
 
CHARGE FOR ASSUMING MORTALITY AND EXPENSE RISKS
 
A deduction is made daily from the assets of each of the variable investment
options to reimburse Pruco Life of New Jersey for assuming the risk that our
estimates of longevity and of the expenses we expect to incur over the lengthy
periods that the Contract may be in effect will turn out to be incorrect. The
charge is made daily at an annual rate of 1.25% (.00340349% daily) of the assets
held in the subaccounts. This charge is not assessed against amounts allocated
to the interest-rate investment options.
 
EXPENSES INCURRED BY THE FUNDS
 
The charges and expenses of the Funds are indirectly borne by the Contract
owners. Details about investment management fees and other underlying fund
expenses are provided in the fee table and in the accompanying prospectuses for
the Funds and the related statements of additional information.
 
WITHDRAWAL CHARGE
 
A withdrawal charge may be made upon full or partial withdrawals. The charge
compensates Pruco Life of New Jersey for paying all of the expenses of selling
and distributing the Contracts, including sales commissions, printing of
prospectuses, sales administration, preparation of sales literature, and other
promotional activities. No withdrawal charge is imposed whenever earnings are
withdrawn.
 
Withdrawals are deemed to be made first from purchase payments and then from
earnings. A portion of the purchase payments to be withdrawn in any Contract
year may be withdrawn without the imposition of any charge. That amount is
referred to as the "charge-free amount." It is equal to 10% of the total of all
purchase payments plus any charge-free amount still available from the
immediately preceding Contract year. An example of how the charge-free amount
and the withdrawal charge are determined is given on page C-1 as part of the
example of how the Market-Value Adjustment works.
 
                                       16
<PAGE>
If your withdrawal of purchase payments exceeds the charge-free amount and it is
made within the first seven Contract years, a percentage charge will be applied.
The withdrawal charge is based on Contract date, not deposit date. The following
table sets forth the rates that apply:
 
<TABLE>
<CAPTION>
                                                              The Withdrawal Charge Will Be Equal
        For Withdrawals During The Contract                   To The Following Percentage Of The
                  Year Indicated                                       Amount Withdrawn*
- ---------------------------------------------------  -----------------------------------------------------
<S>                                                  <C>
  First Contract Year                                                         7%
  Second Contract Year                                                        6%
  Third Contract Year                                                         5%
  Fourth Contract Year                                                        4%
  Fifth Contract Year                                                         3%
  Sixth Contract Year                                                         2%
  Seventh Contract Year                                                       1%
  Eighth and Subsequent Contract Years                                     No Charge
</TABLE>
 
 * SUBJECT TO CHARGE-FREE AMOUNT DESCRIBED ABOVE.
 
No withdrawal charge is made upon a withdrawal used to effect an annuity under
the Life Annuity with 120 Payments Certain option. See PAYOUT PROVISIONS, page
22. Pruco Life of New Jersey may reduce or eliminate the amount of the
withdrawal charge when the Contract is sold under circumstances which reduce its
sales expenses. Some examples are: if there is a large group of individuals that
will be purchasing the Contract or a prospective purchaser already has a
relationship with Pruco Life of New Jersey or its affiliates.
 
Contracts issued to annuitants aged 84 or older are subject to a reduced
withdrawal charge. The withdrawal charge will never be greater than permitted by
applicable law or regulation.
 
TRANSACTION CHARGE
 
There is a charge of $25 for each transfer you make after the first 12
(excluding DCA and Auto-Rebalancing transfers) in a Contract year. The charge is
taken pro-rata from the investment options from which the transfer is made. Any
affected MVA option cells will not undergo a Market-Value Adjustment as a result
of this processing and increase in the value of the Contract will be subject to
current tax.
 
OTHER CHARGES
 
The Account is not a separate taxpayer for purposes of the Code. The earnings of
the Account are taxed as part of the operations of Pruco Life of New Jersey. No
charge is currently being made against the Account for company federal income
taxes (excluding any charge for taxes attributable to premiums). Pruco Life of
New Jersey will review the question of a charge to the Account for company
federal income taxes periodically. Such a charge may be made in future years for
any company federal income taxes that would be attributable to the Account.
 
Under current law, Pruco Life of New Jersey may incur state and local taxes (in
addition to premium taxes) in several states. At present, these taxes are not
significant and they are not charged against the Account. If there is a material
change in the applicable state or local tax laws, the imposition of any such
taxes upon Pruco Life of New Jersey that are attributable to the Account may
result in a corresponding charge against the Account.
 
                               FEDERAL TAX STATUS
 
The following discussion is based on current law and interpretations which may
change. The discussion is general in nature. It is not intended as tax advice.
Nor does it consider any applicable state or other tax laws. A qualified tax
adviser should be consulted for complete information and advice. The following
rules do not generally apply to annuity contracts held by or for non-natural
persons (e.g., corporations) or to contracts held under tax-favored retirement
plans. Where a Contract is held by a non-natural person, unless the Contract
owner is a nominee or agent for a natural person (or in other limited
circumstances), the Contract will generally not be treated as an annuity for tax
purposes, and increases in the value of the Contract will be subject to current
tax.
 
                                       17
<PAGE>
DIVERSIFICATION AND INVESTOR CONTROL
 
Section 817(h) of the Internal Revenue Code (the "Code") provides that the
underlying investments for a variable annuity must satisfy certain
diversification requirements. For further detail on diversification
requirements, see DIVIDENDS, DISTRIBUTIONS, AND TAXES in the accompanying
prospectus for the Prudential Series Fund.
 
IRS regulations issued to date do not provide guidance concerning the extent to
which Contract owners may direct their investments to particular subaccounts of
a separate account without causing the Contract owners instead of Pruco Life of
New Jersey to be considered the owners of the underlying assets. Such guidance
will be included in regulations or revenue rulings under Section 817(d) relating
to the definition of a variable contract. The ownership rights under the
Contract are similar to, but different in certain respects from, those addressed
by the Internal Revenue Service in Rulings in which it was determined that
Contract owners were not owners of separate account assets. For example, a
Contract owner has the choice of more Funds, including Funds with similar broad
investment strategies and different investment managers, and may be able to
reallocate amounts between subaccounts more frequently than in such rulings.
While Pruco Life of New Jersey believes it will be considered the owner of the
Account assets, these differences could result in a Contract owner being
considered the owner of the Account assets. Because of this uncertainty, Pruco
Life reserves the right to make such changes as it deems necessary to assure
that the Contract qualifies as an annuity for tax purposes. Any such changes
will apply uniformly to affected Contract owners and will be made with such
notice to affected Contract owners as is feasible under the circumstances.
 
TAXES PAYABLE BY CONTRACT OWNERS
 
Under current law, Pruco Life of New Jersey believes that the Contract will be
treated as an annuity for federal income tax purposes and that the issuing
insurance company, Pruco Life of New Jersey, and not the Contract owner, will be
treated as the owner of the underlying investments for the Contract.
Accordingly, generally no tax should be payable by any Contract owner as a
result of any increase in the value of the Contract until money is received by
him or her. It is important, however, to consider how amounts that are received
will be taxed.
 
The Code provides generally that amounts withdrawn by a Contract owner from his
or her Contract, before annuity payments begin, will be treated for tax purposes
as being first withdrawals of investment income, rather than withdrawals of
purchase payments, until all investment income has been withdrawn.
 
To the extent assignment is authorized by the Contract, the assignment or pledge
of (or agreement to assign or pledge) any portion of the value of the Contract
for a loan will be treated as a withdrawal subject to these rules.
 
For non-qualified Contracts, amounts withdrawn before annuity payments begin
which represent a distribution of investment income will be taxable as ordinary
income and may, under certain circumstances, be subject to a penalty tax.
Amounts which represent a withdrawal of purchase payments will not be taxable as
ordinary income and may, under certain circumstances, be subject to a penalty
tax. Moreover, all annuity contracts issued by the same company (and affiliates)
to the same Contract owner during any calendar year shall be treated as one
annuity contract for purposes of determining whether an amount is subject to tax
under these rules.
 
Different tax rules apply to your receipt of annuity payments. For Contracts
other than those used in connection with tax favored plans, a portion of each
annuity payment you receive under a Contract will be treated as a partial return
of your purchase payments and will not be taxable. The remaining portion of the
annuity payment will be taxed as ordinary income. Exactly how an annuity payment
is divided into taxable and non-taxable portions depends upon the period over
which annuity payments are expected to be received, which in turn is governed by
the form of annuity selected and, where a lifetime annuity is chosen, by the
life expectancy of the annuitant. Annuity payments which are received after the
annuitant recovers the full amount of the purchase payments will be fully
includible in income. Should annuity payments cease on account of the death of
the annuitant before purchase payments have been fully recovered, the annuitant,
on his or her last tax return (or in certain cases the beneficiary) is allowed a
deduction for the unrecovered amount.
 
The Code provides that any amount received under an annuity contract which is
included in income may be subject to a penalty tax. The amount of the penalty is
equal to 10% of the amount that is includible in income. Some withdrawals will
be exempt from the penalty. They include withdrawals: (1) made on or after the
Contract owner reaches age 59 1/2; (2) made on or after the death of the
Contract owner; (3) attributable to the Contract owner becoming disabled within
the meaning of Code section 72(m)(7); (4) in the form of level annuity payments
 
                                       18
<PAGE>
made not less frequently than annually under a lifetime annuity; (5) allocable
to investment in the Contract before August 14, 1982; (6) under a qualified
funding asset (defined by Code section 130(d)); or (7) under an immediate
annuity contract (within the meaning of Code section 72(u)(4)).
 
If the 10% penalty tax does not apply to a withdrawal by reason of the exception
for withdrawals in the form of a level annuity (clause (4) above), but the
series of payments is modified (other than by reason of death or disability),
either (a) before the end of the 5-year period beginning with the first payment
and after the Contract Owner reaches age 59 1/2, or (b) before the Contract
Owner attains age 50 1/2, the Contract Owner's tax for the year of the
modification will be increased by the penalty tax that would have been imposed
without the exception, plus interest for the deferral period.
 
Where a contract is issued in exchange for a Contract containing purchase
payments made before August 14, 1992, favorable tax rules may apply to certain
withdrawls from the Contract. Consult a tax advisor for information regarding
these rules.
 
Election of the interest payment option is not considered as an annuity payment
for tax purposes. Accordingly, unless the Contract is held by an individual
retirement annuity, such election will cause investment income under the
Contract to be taxable.
 
Generally, the same tax rules apply to amounts received by the beneficiary as
those set forth above with respect to the Contract owner. The election of an
annuity payment option may defer taxes otherwise payable upon the receipt of a
lump sum death benefit. Certain minimum distribution requirements apply in the
case where the owner dies. See IRS REQUIRED DISTRIBUTIONS ON DEATH OF OWNER,
page 20.
 
In addition, a transfer of the Contract to or the designation of a beneficiary
who is either 37 1/2 years younger than the Contract owner or a grandchild of
the Contract owner may have Generation Skipping Transfer tax consequences under
section 2601 of the Code.
 
Certain transfers of a Contract for less than full consideration, such as a
gift, will trigger tax on the investment income in the Contract. This rule does
not apply to certain transfers between spouses or incident to divorce. See
OWNERSHIP OF THE CONTRACT, page 26.
 
WITHHOLDING
 
Generally, unless you elect to the contrary, the portion of any amounts you
receive under your Contract that are attributable to investment income will be
subject to withholding to meet federal income tax obligations. The rate of
withholding on annuity payments made to you will be determined on the basis of
the withholding certificate you may file with Pruco Life of New Jersey. If you
do not file such a certificate, you will be treated, for purposes of determining
your withholding rate, as a married person with three exemptions. The rate of
withholding on all other payments made to you under your Contract, such as
amounts you receive upon withdrawals, will be 10%. Thus, if you fail to elect
that Pruco Life of New Jersey not do so, it will withhold from withdrawal by, or
annuity payment to, you the appropriate percentage of the amount of the payment
that constitutes investment income and hence is taxable. Pruco Life of New
Jersey will provide you with forms and instructions concerning your right to
elect that no amount be withheld from payments to you. If you elect not to have
withholding made, you are liable for payment of federal income taxes on the
taxable portion of the distribution. You may be subject to penalties under the
estimated tax payment rules if your withholding and estimated tax payments are
not sufficient. If you do not provide a social security number or other taxpayer
identification number, you will not be permitted to elect out of withholding.
Special withholding rules apply for nonresident aliens. Generally, there will be
no withholding for taxes until you actually receive payments under your
Contract.
 
IMPACT OF FEDERAL INCOME TAXES
 
In general, if you expect to accumulate savings over a relatively long period of
time without making significant withdrawals, there should be tax advantages,
regardless of your tax bracket, in purchasing a Contract rather than, for
example, a mutual fund with a similar investment policy and approximately the
same level of expected investment results. This is because little or no income
taxes are incurred by you or by Pruco Life of New Jersey while you hold the
Contract and it is generally advantageous to defer the payment of income taxes,
so that the investment return is compounded without any deduction for income
taxes. The advantage may be considerably
 
                                       19
<PAGE>
greater if you decide to liquidate your investment in the form of monthly
annuity payments after your retirement, and even more so if your income, and
your tax rate, are lower at that time than they were during your working years.
 
IRS REQUIRED DISTRIBUTIONS ON DEATH OF OWNER
 
If the Contract Owner dies before the entire interest in the Contract is
distributed, the value of the Contract must be distributed to the designated
beneficiary as described in this section so that the Contract qualifies as an
annuity under the Internal Revenue Code.
 
If the death occurs on or after the annuity date, the remaining portion of the
interest in the Contract must be distributed at least as rapidly as under the
method of distribution being used as of the date of death. If the death occurs
before the annuity date, the entire interest in the Contract must be distributed
within 5 years after the date of death. However, if an annuity payment option is
selected by the designated beneficiary and if annuity payments begin within 1
year of the owner's death, the value of the Contract may be distributed over the
beneficiary's life or a period not exceeding the beneficiary's life expectancy.
The owner's designated beneficiary is the person to whom ownership of the
Contract passes by reason of death, and must be a natural person. Special
additional rules apply to Contracts issued in conjunction with plans subject to
Section 457 of the Code. For Contracts purchased in connection with a tax
favored plan where the owner's spouse is the beneficiary, annuity payments need
only begin on or before April 1 of the calendar year following the calendar year
in which the owner would have attained age 70 1/2 or in some instances the
remaining interest in the Contract may be rolled over to an IRA owned by the
spouse.
 
If any portion of the Contract Owner's interest is payable to (or for the
benefit of) the surviving spouse of the owner, such portion of the Contract may
be continued with the surviving spouse as the owner. This rule does not apply to
Contracts issued in connection with tax favored plans other than IRAs.
 
CONTRACTS USED IN CONNECTION WITH TAX FAVORED PLANS
 
Currently, the Contract may be purchased for use in connection with individual
retirement accounts and annuities ("IRAs") which are subject to Section 408(a),
408(b) and 408A of the Code. At some time in the future, we may allow the
Contract to be purchased in connection with other retirement arrangements which
are entitled to favorable federal income tax treatment ("tax favored plans").
These include: simplified employee pension plans ("SEPs") under Section 408(k)
of the Code, saving incentive match plans for employees-IRA ("SIMPLE-IRAs")
under Section 408(p) of the Code, and tax deferred annuities under Section
403(b) of the Code ("TDAs"). Such plans, accounts, and annuities must satisfy
certain requirements of the Code in order to be entitled to the federal income
tax benefits accorded to these plans. A discussion of these requirements is
beyond the scope of this prospectus, and it is assumed that such requirements
are met with respect to a Contract purchased for use in connection with a tax
favored plan.
 
In general, assuming the requirements and limitations of the Code provisions
applicable to the particular type of tax favored plan involved are satisfied,
purchase payments (other than after-tax employee payments) under the Contract
will be deductible (or not includible in income) up to certain amounts each year
and federal income tax will not be imposed on the investment income and realized
gains of the subaccounts in which the purchase payments have been invested until
a distribution is received. Persons contemplating the purchase of a Contract in
connection with a tax favored plan should consult their tax advisor before
purchasing a Contract for such purposes.
 
The comments which follow concerning specific tax favored plans are intended
merely to call attention to certain of their features. No attempt has been made
to discuss in full the tax ramifications involved or to offer tax advice. As
suggested above, a qualified tax advisor should be consulted for advice and
answers to any questions.
 
IRAs
 
Because the Contract's minimum initial payment of $10,000 is greater than the
maximum annual contribution permitted to be made to an IRA (generally, $2,000),
a Contract may be purchased as a Section 408(b) IRA only in connection with a
"rollover" of the proceeds of a qualified plan, TDA or IRA. The Code permits
persons who are entitled to receive certain qualifying distributions from a
qualified pension or profit-sharing plan described in Section 401(a) or 403(a),
TDA, or an IRA, to directly rollover or make, within 60 days, a tax-free
"rollover" of all or
 
                                       20
<PAGE>
any part of the amount of such distribution to an IRA which they establish.
Additionally, the spouse of a deceased employee may roll over to an IRA certain
distributions received by the spouse from a qualified pension or profit-sharing
plan, TDA or IRA on account of the employee's death. Once the Contract has been
purchased, regular IRA contributions will be accepted to the extent permitted by
law. However, if regular IRA contributions are made, the Funds in the Contract
cannot be used as a conduit IRA and may not later be placed in another plan that
is qualified under Sections 401(a), 403(a) or 403(b) of the Code.
 
In order to qualify as an IRA under Section 408(b) of the Code, a Contract (or
an endorsement made a part of the Contract) must contain certain additional
provisions: (1) the owner of the Contract must be the annuitant, except when a
transfer is made to a former spouse in accordance with a divorce decree as
provided in Section 408(d)(6) of the Code; (2) the rights of the owner cannot be
forfeitable; (3) the Contract may not be sold, assigned, discounted or pledged
for any purpose to any person except Pruco Life of New Jersey; and (4) except in
the case of a "rollover" contribution, the annual premium may not exceed $2,000;
(5) generally, for traditional IRAs the annuity date may be no later than April
1 of the calendar year following the calendar year in which the annuitant
attains age 70 1/2; and (6) annuity and death benefit payments must satisfy
certain minimum distribution requirements. Contracts issued as Section 408(b)
IRAs will conform to such requirements.
 
In general, the full amount distributed from a traditional IRA (and not properly
rolled over to another IRA) is subject to federal income tax and to the
withholding rules described above. A 10% early distribution penalty applies to
distributions made before the Contract owner reaches age 59 1/2, subject to
certain exceptions. If the owner borrows against the IRA or engages in certain
prohibited transactions, the Contract ceases to qualify as an IRA and the full
amount is deemed to be distributed. In addition, any amount pledged as security
for a loan is deemed to be distributed. Payments from a traditional IRA
generally must begin by April 1 of the calendar year following attainment of age
70 1/2 and are subject to certain minimum distribution requirements.
 
SEPs
 
Under a SEP, annual employer contributions to an IRA established by an employee
are not includible in income up to the lesser of $30,000 or 15% of the
employee's earned income (excluding the employer's contribution to the SEP). In
addition, a SEP must satisfy certain minimum participation requirements and
contributions may not discriminate in favor of highly compensated employees.
Contracts issued as Section 408(b) IRAs established under a SEP must satisfy the
requirements described above for a Section 408(b) IRA.
 
Certain SEP arrangements are permitted to allow employees to elect to reduce
their salaries by as much as $10,000 (in 1998) and have their employer make
contributions on their behalf to the SEP. These arrangements, called salary
reduction SEPs, are available only if the employer maintaining the SEP has 25 or
fewer employees and at least 50% of the eligible employees elect to make salary
reduction contributions. Other limitations may reduce the permissible
contribution level for highly compensated employees. New salary reduction SEPs
may not be established after 1996.
 
In accordance with IRS regulations, persons who purchase a Contract used as an
IRA, including one established under a SEP arrangement, are given disclosure
material prepared by Pruco Life of New Jersey. The material includes this
prospectus, a copy of the Contract, and a brochure containing information about
eligibility, contribution limits, tax consequences, and other particulars
concerning IRAs. The regulations require that such persons be given a free look
after making an initial contribution in which to affirm or reverse their
decision to participate. Therefore, within the free look, a person may cancel
his or her Contract by notifying Pruco Life of New Jersey in writing, and Pruco
Life of New Jersey will refund all of the purchase payments under the Contract
or, if greater, the amount credited under the Contract (less any bonus) computed
as of the valuation period that Pruco Life of New Jersey receives the notice for
cancellation. See SHORT-TERM CANCELLATION RIGHT OR "FREE LOOK", page 11.
 
SIMPLE-IRAs
 
Under a SIMPLE-IRA, an employee can elect to contribute up to $6,000 (in 1998,
indexed) per year to an IRA. Employer contributions are also provided as either
a match (up to 3% of compensation) or 2% nonelective contribution. These
contributions are not taxable until withdrawn, and are fully vested.
Distributions are generally taxed under the rules applicable to IRAs.
SIMPLE-IRAs are not subject to the general nondiscrimination rules and
simplified reporting rules apply.
 
                                       21
<PAGE>
To qualify for a SIMPLE-IRA, the employer may employ no more than 100 employees
(on a controlled group basis) who received at least $5,000 in compensation from
the employer in the preceding year, and may not maintain any other
employer-sponsored retirement plan to which contributions were made or benefits
accrued.
 
TDAs
 
   
Section 403(b) of the Code permits employers and employees of Section 501(c)(3)
tax-exempt organizations and public educational organizations to make, subject
to certain limitations, contributions to an annuity in which the employee's
rights are nonforfeitable (commonly referred to as a "tax deferred annuity").
The amounts contributed under a TDA and increments thereon are not taxable as
income until distributed as annuity income or otherwise. Generally,
contributions to a TDA may be made through a salary reduction arrangement up to
a maximum of $10,000 (in 1998, as indexed). However, under certain special
rules, the limit could be increased as much as $3,000. In addition, the Code
permits certain total distributions from a TDA to be "rolled over" to another
TDA or IRA. Certain partial distributions from a TDA may be "rolled over" to an
IRA.
    
 
An annuity contract will not qualify as a TDA, unless under such contract
distributions from salary reduction contributions and earnings thereon (other
than distributions attributable to assets held as of December 31, 1988) may be
paid only on account of attainment of age 59 1/2, severance of employment,
death, total and permanent disability and, in limited circumstances, hardship.
(Such hardship withdrawals are permitted, however, only to the extent of salary
reduction contributions and not earnings thereon.)
 
The Section 403(b)(11) withdrawal restrictions referred to above do not apply to
the transfer of all or part of a Contract owner's interest in his or her
Contract among the available investment options offered by Pruco Life of New
Jersey or to the direct transfer of all or part of the Contract owner's interest
in the Contract to a Section 403(b) tax-deferred annuity contract of another
insurance company or to a mutual fund custodial account under Section 403(b)(7)
of the Code.
 
In imposing the restrictions on withdrawals as described above, Pruco Life of
New Jersey is relying upon a no-action letter dated November 28, 1988 from the
Chief of the Office of Insurance Products and Legal Compliance of the Securities
and Exchange Commission to the American Council of Life Insurance.
 
Employer contributions are subject generally to the same coverage, minimum
participation and nondiscrimination rules applicable to qualified pension and
profit-sharing plans. Distributions from a TDA generally must commence by April
1 of the calendar year following the later of the calendar year in which the
employee: (1) attains age 70 1/2; or (2) retires. Distributions must satisfy
minimum distribution requirements similar to those that apply to qualified plans
generally.
 
MINIMUM DISTRIBUTION OPTION
 
   
A Minimum Distribution Option is available under traditional IRAs and certain
other tax favored plans. This option enables the owner to satisfy IRS minimum
distribution requirements without having to annuitize or cash surrender the
Contract. Distributions from certain tax favored plans generally must begin by
April 1 of the calendar year following the later of the calendar year in which
the employee: (1) attains age 70 1/2; or (2) retires (part 2 is not applicable
to traditional IRAs). The owner can select either a "calculation" or
"recalculation" method to determine the minimum distribution payout. Pruco Life
of New Jersey will send the owner a check for the minimum distribution amount
less any partial withdrawals made during the year. Pruco Life of New Jersey's
calculations are based on the cash value of this Contract, the calculation
method chosen and the owner's age as specified on the application. Other
calculation methods may be available for an owner/spouse combination. If the
owner has other tax favored accounts, he or she will be responsible for taking
the minimum distribution from each.
    
 
WITHHOLDING ON TAX FAVORED PLANS
 
Certain distributions from qualified retirement plans and 403(b) annuities will
be subject to mandatory 20% federal income tax withholding unless the
distribution is an eligible rollover distribution that is "directly" rolled over
into another qualified plan, 403(b) annuity or IRA. Unless the Contract Owner
elects to the contrary, the portion of any taxable amounts received under the
Contract will be subject to withholding to meet federal income tax obligations.
The rate of withholding on annuity payments where mandatory withholding is not
required will be determined on the basis of the withholding certificate filed by
the Contract Owner with Pruco Life of New
 
                                       22
<PAGE>
Jersey. For annuity payments not subject to mandatory withholding, if no such
certificate is filed, the Contract Owner will be treated, for purposes of
determining the withholding rate, as a married person with three exemptions; the
rate of withholding on all other payments made under the Contract, such as
amounts received upon withdrawals, will be 10%. Thus, if the Contract Owner
fails to elect that there be no withholding, Pruco Life of New Jersey will
withhold from every withdrawal or annuity payment the appropriate percentage of
the amount of the payment that is taxable. Pruco Life of New Jersey will provide
the Contract Owner with forms and instructions concerning the right to elect
that no amount be withheld from payments. Recipients who elect not to have
withholding made are liable for payment of federal income taxes on the taxable
portion of the distribution. All recipients may be subject to penalties under
the estimated tax payment rules if withholding and estimated tax payments are
not sufficient. Contract Owners who do not provide a social security number or
other taxpayer identification number will not be permitted to elect out of
withholding. Generally, there will be no withholding for taxes until payments
are actually received under the Contract.
 
PENALTY FOR EARLY WITHDRAWALS
 
A 10% penalty tax will generally apply to the taxable part of distributions
received from an IRA, SEP, SIMPLE-IRA (25% penalty in certain situations),
Section 403(b) annuity, and qualified retirement plan before age 59 1/2. Limited
exceptions are provided, such as where amounts are paid in the form of a
qualified life annuity, upon death of the employee, to pay certain medical
expenses, or in certain instances disability or upon separation from service on
or after the attainment of age 55.
 
ERISA DISCLOSURE
 
The Employee Retirement Income Security Act of 1974 ("ERISA") prevents a
fiduciary and other "parties in interest" with respect to a pension or
profit-sharing plan from receiving any benefit from any party dealing with the
plan as a result of the sale of the Contract (other than benefits that would
otherwise be provided in the plan).
 
   
Administrative exemptions issued by the Department of Labor under ERISA permit
transactions between insurance agents and qualified pension and profit sharing
plans under Section 401(a) and 403(a) of the Code and with SEPs or IRAs. To be
able to rely on the exemptions certain information must be disclosed to the plan
fiduciary purchasing the insurance contract. The information that must be
disclosed includes the relationship between the agent and the insurer, a
description of any charges, fees, discounts, penalties or adjustments that may
be imposed in connection with the purchase, holding, exchange or termination of
the Contract, as well as the commissions received by the agent. Information
about any applicable charges, fees, discounts, penalties or adjustments may be
found under CHARGES, FEES AND DEDUCTIONS, page 16. Information about sales
representatives and commissions may be found under SALE OF THE CONTRACT AND
SALES COMMISSIONS, page 25. Additional information relevant for qualified plan
or IRA investment may be found in the Contract and accompanying documentation.
In addition to disclosure, other conditions apply to the use of the exemption.
For example, a plan fiduciary may not be a partner or employee of the Prudential
representative making the sale. The fiduciary must not be a relative of the
representative (including spouse, direct descendant, spouse of a direct
descendant, ancestor, brother, sister, spouse of a brother or sister). The
representative may not be an employee, officer, director or partner of either
the independent fiduciary or the employer establishing the plan. No relative of
the representative may: (1) control, directly or indirectly, the corporation
establishing or maintaining the plan; (2) be either a partner with a 10% or more
interest in the partnership or the sole proprietor establishing or maintaining
the plan; or (3) be an owner of a 5% or more interest in a Subchapter S
Corporation establishing or maintaining the plan. In addition, no affiliate
(including relatives) of the representative may be a trustee, administrator or a
fiduciary with written authority to acquire, manage or dispose of the assets of
the plan.
    
 
ADDITIONAL ERISA REQUIREMENTS
 
If your retirement arrangement is part of a plan governed by ERISA, additional
requirements such as spousal consent to distributions may be necessary. Consult
the terms of your retirement arrangement.
 
                               PAYOUT PROVISIONS
 
The Contract can be annuitized at any time after the end of the first Contract
year. Upon the annuity date, the cash value of the Contract will be converted
into a fixed-dollar annuity payable to the annuitant[s] named in the Contract.
If two annuitants are named in the Contract, you may decide how much of the
amount is to be applied
 
                                       23
<PAGE>
   
for each annuitant and under which form[s] of annuity. If the Contract is not
large enough to produce an initial monthly payment of $50 you will be paid the
cash value in a single sum. There is no minimum required monthly payment in New
Jersey.
    
 
   
When you choose to annuitize, all amounts held in the investment options will be
withdrawn. An amount equal to the premium tax, if any, imposed by the state in
which the Contract Owner resides is then deducted (unless deducted earlier).
Many states do not impose a premium tax. In other states the tax ranges from 0%
to 5% of the amount applied to effect an annuity. See PREMIUM TAXES AND TAXES
ATTRIBUTABLE TO PURCHASE PAYMENTS, page 16. Some local jurisdictions also impose
a tax. The amount remaining is applied to effect an annuity. This amount becomes
part of Pruco Life of New Jersey's general account.
    
 
The amount of the monthly payments will depend upon the amount applied and the
table of rates set forth in the Contract which we guarantee will be used even if
longevity has significantly improved since the Contract date. If Pruco Life of
New Jersey is offering more favorable rates at that time, then those rates will
be used.
 
The annuity will be in one of the forms listed below. All the annuity options
under this Contract are fixed annuity options. Your participation in the
variable investment options ceases when the annuity is effected. Unless we
consent to a later date, an annuity must begin no later than the Contract
anniversary coinciding with or next following the annuitant's 90th birthday (or
the younger annuitant's if there are two annuitants named in the Contract). We
will then make payments to the annuitant on the first day of each period
determined by the form of annuity selected. Unless applicable law states
otherwise, if you have not selected an annuity option to take effect by the
annuity date, the Interest Payment Option (see below) will become effective
then. Special rules apply in the case of a Contract issued in connection with an
IRA.
 
1.  ANNUITY PAYMENTS FOR A FIXED PERIOD
 
Payments will be made to the annuitant during his or her lifetime for up to 25
years. Payments may be in monthly, quarterly, semi-annual, or annual
installments. If the annuitant dies during the annuity certain period, unless
you designate otherwise, the beneficiary will receive a lump sum payment. The
amount of the lump sum payment is determined by discounting each remaining
unpaid payment at the interest rate used to compute the actual payments. If the
payments were based on the table of rates set forth in the Contract, the
interest rate used is 3 1/2% a year.
 
2.  LIFE ANNUITY WITH 120 PAYMENTS CERTAIN
 
Payments will be made to the annuitant monthly during his or her lifetime. If
the annuitant dies before the 120th monthly payment is due, monthly annuity
payments do not continue to the beneficiary designated by the annuitant unless
he or she so selects. Instead, the present value of the remaining unpaid
installments, up to and including the 120th monthly payment, is payable to the
beneficiary in one sum. In calculating the present value of the unpaid future
payments, we will discount each such payment at the interest rate used to
compute the amount of the actual 120 payments. If the payments were based on the
table of rates set forth in the Contract, an interest rate of 3 1/2% a year is
used. Once annuity payments have begun, an annuitant may withdraw the present
value of any of the 120 payments certain that have not been paid. No surrender
charge is applicable under this option.
 
3.  INTEREST PAYMENT OPTION
 
The annuitant may choose to have Pruco Life of New Jersey hold a designated
amount to accumulate at interest. Unless applicable law states otherwise, if no
option has been selected by the annuity date, this option will automatically
become effective. Pruco Life of New Jersey will pay interest at an effective
rate of at least 3% a year, and we may pay a higher rate of interest.
 
Special provisions may apply if the Contract is issued in connection with an
IRA.
 
4.  OTHER ANNUITY OPTIONS
 
Currently you may choose to receive the proceeds of your Contract Fund in the
form of payments like those of any annuity or life annuity then regularly
offered by Prudential or by Pruco Life of New Jersey that (1) is based on United
States currency; (2) is bought by a single sum; (3) does not provide for
dividends; and (4) does not normally provide for deferral of the first payment.
Prudential and Pruco Life of New Jersey currently offer a number of different
annuity options, including joint and survivor annuities covering more than one
person.
 
                                       24
<PAGE>
   
Under Option 4, unless a fixed period annuity of less than 10 years is selected,
Pruco Life of New Jersey will waive withdrawal charges that might be applicable
under other annuity options. Further, if you select Option 1 without a right of
withdrawal, Pruco Life of New Jersey will effect that option under Option 4 if
doing so provides greater monthly payments.
    
 
LEGAL CONSIDERATIONS RELATING TO SEX-DISTINCT ANNUITY PURCHASE RATES
 
Although the Contract generally provides for sex-distinct annuity purchase rates
for life annuities, those rates are not applicable to Contracts offered in
states that have adopted regulations prohibiting sex-distinct annuity purchase
rates. Rather, blended unisex annuity purchase rates for life annuities will be
provided under all Contracts issued in those states, whether the annuitant is
male or female. Other things being equal, such unisex annuity purchase rates
will result in the same monthly annuity payments for male and female annuitants.
 
                               OTHER INFORMATION
 
MISSTATEMENT OF AGE OR SEX
 
If an annuitant's stated age or sex (except where unisex rates apply) or both
are incorrect in the Contract, we will change each benefit and the amount of
each annuity payment to that which the total purchase payment amounts would have
bought for the correct age and sex. Also, we will adjust for the amount of any
overpayments we have already made.
 
SALE OF THE CONTRACT AND SALES COMMISSIONS
 
   
Currently, Pruco Securities Corporation ("Prusec"), an indirect wholly-owned
subsidiary of Prudential which was organized in 1971 under New Jersey law, acts
as the principal underwriter of the Contract. Pruco Life of New Jersey expects
that during the second quarter of 1998 Prusec's responsibilities as principal
underwriter will be assigned to Prudential Investment Management Services LLC
("PIMS"). PIMS, also an indirect wholly-owned subsidiary of Prudential, is a
limited liability corporation organized under Delaware law in 1996. PIMS will
act as principal underwriter under substantially the same terms as Prusec does
currently. Both Prusec and PIMS are registered as broker-dealers under the
Securities Exchange Act of 1934 and are members of the National Association of
Securities Dealers, Inc. The principal business address of both Prusec and PIMS
is 751 Broad Street, Newark, New Jersey 07102-3777.
    
 
   
The Contract is currently sold by registered representatives of the principal
underwriter and may also be sold through other broker-dealers authorized by the
principal underwriter, including broker-dealers otherwise unaffiliated with
Prudential. Registered representatives of such other unaffiliated broker-dealers
may be paid on a different basis than registered representatives of the
principal underwriter or broker-dealers affiliated with Prudential. The maximum
commission that will be paid to the broker-dealer to cover both the individual
representative's commission and other distribution expenses will not exceed 6%
of the purchase payment. In addition, trail commissions based on the size of the
contract Fund may be paid.
    
 
VOTING RIGHTS
 
As stated above, all of the assets held in the subaccounts of the Account are
invested in shares of the corresponding Funds. Pruco Life of New Jersey is the
legal owner of those shares and as such has the right to vote on any matter
voted on at any shareholders meetings of the Funds. However, as required by law,
Pruco Life of New Jersey votes the shares of the Funds at any regular and
special shareholders meetings the Funds in accordance with voting instructions
received from Contract owners. The Funds may not hold annual shareholders
meetings when not required to do so under the laws of the state of their
incorporation or the 1940 Act. Fund shares for which no timely instructions from
Contract owners are received, and any shares owned directly or indirectly by
Pruco Life of New Jersey are voted in the same proportion as shares in the
respective portfolios for which instructions are received. Should the applicable
federal securities laws or regulations, or their current interpretation, change
so as to permit Pruco Life of New Jersey to vote shares of the Funds in its own
right, it may elect to do so.
 
Generally, you may give voting instructions on matters that would be changes in
fundamental policies and any matter requiring a vote of the shareholders of the
Funds. With respect to approval of the investment advisory agreement or any
change in a fund's fundamental investment policy, Contract Owners participating
in such Funds will vote separately on the matter.
 
                                       25
<PAGE>
The number of Fund shares for which you may give instructions is determined by
dividing the portion of the value of the Contract derived from participation in
a subaccount, by the value of one share in the corresponding portfolio of the
applicable Fund. The number of votes for which you may give Pruco Life of New
Jersey instructions is determined as of the record date chosen by the Board of
the applicable Fund. We furnish you with proper forms and proxies to enable you
to give these instructions. We reserve the right to modify the manner in which
the weight to be given voting instructions is calculated where such a change is
necessary to comply with current federal regulations or interpretations of those
regulations.
 
Pruco Life of New Jersey may, if required by state insurance regulations,
disregard voting instructions if such instructions would require shares to be
voted so as to cause a change in the sub-classification or investment objectives
of one or more of the Funds' portfolios, or to approve or disapprove an
investment advisory contract for a Fund. In addition, Pruco Life of New Jersey
itself may disregard voting instructions that would require changes in the
investment policy or investment adviser of one or more of the Funds' portfolios,
provided that we reasonably disapprove such changes in accordance with
applicable federal regulations. If we do disregard voting instructions, we will
advise you of that action and our reasons for such action in the next annual or
semi-annual report to Contract Owners.
 
SUBSTITUTION OF FUND SHARES
 
Although Pruco Life of New Jersey believes it to be unlikely, it is possible
that in the judgment of its management, one or more of the portfolios of the
Funds may become unsuitable for investment by Contract Owners. This may occur
because of investment policy changes, tax law changes, the unavailability of
shares for investment or at the discretion of Pruco Life of New Jersey. In that
event, we may seek to substitute the shares of another portfolio or of an
entirely different mutual fund. Before this can be done, the approval of the
SEC, and possibly one or more state insurance departments, will be required. You
will be notified of such substitution.
 
OWNERSHIP OF THE CONTRACT
 
The Contract Owner is entitled to exercise all the rights under the Contract.
The Contract Owner is usually, but not always the annuitant. Ownership of the
Contract may, however, be transferred to another person who need not be the
person who is to receive the annuity payment. Transfer of the ownership of a
Contract may involve federal income tax consequences, or may be prohibited under
certain Contracts, and you should consult with a qualified tax adviser before
attempting any such transfer. Generally, ownership of the Contract is not
assignable to a tax-qualified retirement plan or program without Pruco Life of
New Jersey's consent.
 
PERFORMANCE INFORMATION
 
Performance information for the subaccounts may appear in advertising and
reports to current and prospective Contract Owners. Performance information is
based on historical investment experience of the Funds, adjusted to take charges
under the Contract into account, and does not indicate or represent future
performance.
 
Total returns are based on the overall dollar or percentage change in value of a
hypothetical investment over a stipulated period, and assume a surrender of the
Contract at the end of the period. Total return quotations reflect changes in
unit values and the deduction of applicable charges including any applicable
withdrawal charges.
 
A cumulative total return reflects performance over a stated period of time. An
average annual total return reflects the hypothetical annually compounded return
that would have produced the same cumulative total return if the performance had
been constant over the entire period.
 
The Money Market Subaccount may advertise its current and effective yield.
Current yield reflects the income generated by an investment in the subaccount
over a specified seven-day period. Effective yield is calculated in a similar
manner except that income earned is assumed to be reinvested.
 
Reports or advertising may include comparative performance information,
including, but not limited to: comparisons to market indices; comparisons to
other investments; performance rankings; personalized illustrations of
historical performance; and data presented by analysts or included in
publications.
 
See PERFORMANCE INFORMATION in the Statement of Additional Information for
recent performance information.
 
                                       26
<PAGE>
REPORTS TO CONTRACT OWNERS
 
You will be sent quarterly statements that provide certain information pertinent
to your Contract. These statements provide Contract data that apply only to each
particular Contract, including Contract values and transactions during the
period. You may request current Contract information at any time, however, we
may limit the number of such requests or impose a reasonable charge if such
requests are made too frequently.
 
You will also be sent annual and semi-annual reports for the applicable Funds.
 
If a single individual or company invests in the Prudential Series Fund through
more than one variable insurance contract, then the individual or company will
receive only one copy of each annual and semi-annual report issued by the
Prudential Series Fund. However, if such individual or company wishes to receive
multiple copies of any such report, a request may be made by calling the
toll-free telephone number listed on the cover page of this prospectus.
 
STATE REGULATION
 
Pruco Life of New Jersey is subject to regulation and supervision by the New
Jersey Department of Banking and Insurance, which periodically examines its
operations and financial condition. It is also subject to the insurance laws and
regulations of all jurisdictions in which it is authorized to do business. Pruco
Life of New Jersey is required to submit annual statements of its operations,
including financial statements, to the insurance departments of the various
jurisdictions in which it does business to determine solvency and compliance
with local insurance laws and regulations.
 
In addition to the annual statements referred to above, Pruco Life of New Jersey
is required to file with New Jersey and other jurisdictions a separate statement
with respect to the operations of all its variable contract accounts, in a form
promulgated by the National Association of Insurance Commissioners.
 
EXPERTS
 
   
The financial statements included in this prospectus for the years ended
December 31, 1997 and December 31, 1996 have been audited by Price Waterhouse
LLP, independent accountants, as stated in their report appearing herein, and
are included in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing. Price Waterhouse LLP's principal business
address is 1177 Avenue of the Americas, New York, New York 10036.
    
 
   
The financial statements included in this prospectus for the year ended December
31, 1995 have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their reports appearing herein, and are included in reliance upon the
reports of such firm given upon their authority as experts in accounting and
auditing. Deloitte & Touche LLP's principal address is Two Hilton Court,
Parsippany, New Jersey 07054-0319.
    
 
   
On March 12, 1996, Deloitte & Touche LLP was replaced as the independent
accountants of Pruco Life of New Jersey. There have been no disagreements with
Deloitte & Touche LLP on any matter of accounting principles or practices,
financial statements disclosure or auditing scope or procedure which, if not
resolved to the satisfaction of the accountant, would have caused them to make a
reference to the matter in their reports.
    
 
LITIGATION
 
Several actions have been brought against Pruco Life of New Jersey alleging that
Pruco Life of New Jersey and its agents engaged in improper life insurance sales
practices. Prudential has agreed to indemnify Pruco Life of New Jersey for
losses if any, resulting from such litigation. No other significant litigation
is being brought against Pruco Life of New Jersey that would have a material
effect on its financial position.
 
   
YEAR 2000 COMPLIANCE
    
 
   
The services provided to the Contract owners by Pruco Life of New Jersey, Prusec
and PIMS depend on the smooth functioning of their respective computer systems.
The year 2000, however, holds the potential for a significant disruption in the
operation of these systems. Many computer programs cannot distinguish the year
    
 
                                       27
<PAGE>
   
2000 from the year 1900 because of the way in which dates are encoded. Left
uncorrected, the year "00" could cause systems to perform date comparisons and
calculations incorrectly that in turn could compromise the integrity of business
records and lead to serious interruption of business processes.
    
 
   
Prudential, as Pruco Life of New Jersey, Prusec and PIMS's ultimate corporate
parent, identified this issue as a critical priority in 1995 and has established
quality assurance procedures including a certification process to monitor and
evaluate enterprise-wide conversion and upgrading of systems for "Year 2000"
compliance. Prudential has also initiated an analysis of potential exposure that
could result from the failure of major service providers such as suppliers,
custodians and brokers, to achieve Year 2000 compliance. Prudential expects to
complete its adaptation, testing and certification of software for Year 2000
compliance by December 31, 1998. During 1999, Prudential plans to conduct
additional internal testing, to participate in securities industry-wide test
efforts and to complete major service provider analysis and contingency
planning.
    
 
   
The expenses of Prudential's Year 2000 compliance are allocated across its
various businesses, including those businesses not engaged in providing services
to Contract owners. Accordingly, while the expense is substantial in the
aggregate, it is not expected to have a material impact on Pruco Life of New
Jersey's, Prusec's and PIMS's abilities to meet their contractual commitments to
Contract owners.
    
 
   
Prudential believes that it is well positioned to achieve the necessary
modifications and mitigate Year 2000 risks. However, if such efforts are not
completed on a timely basis, the Year 2000 issue could have a material adverse
impact on Prudential's operations, those of its subsidiary and affiliate
companies and/or the Account. Moreover, there can be no assurance that the
measures taken by Prudential's external service providers will be sufficient to
avoid any material adverse impact on Prudential's operations or those of its
subsidiary and affiliate companies.
    
 
STATEMENT OF ADDITIONAL INFORMATION
 
The contents of the Statement of Additional Information include:
 
OTHER INFORMATION CONCERNING THE ACCOUNT
  PRINCIPAL UNDERWRITER
  DETERMINATION OF SUBACCOUNT UNIT VALUES
  PERFORMANCE INFORMATION
  COMPARATIVE PERFORMANCE INFORMATION
 
ADDITIONAL INFORMATION
 
A registration statement has been filed with the SEC, relating to the offering
described in this prospectus. This prospectus does not include all of the
information set forth in the registration statement. Certain portions have been
omitted pursuant to the rules and regulations of the SEC. The omitted
information may, however, be obtained from the SEC's principal office in
Washington, D.C., upon payment of a prescribed fee.
 
Further information, including statutory statements filed with the state
insurance departments, may also be obtained from Pruco Life of New Jersey's
office. The address and telephone number of Pruco Life of New Jersey are set
forth on the cover of this prospectus.
 
FINANCIAL STATEMENTS
 
   
The financial statements of Pruco Life of New Jersey should be distinguished
from the financial statements of the Account, and should be considered only as
bearing upon the ability of Pruco Life of New Jersey to meet its obligations
under the Contracts.
    
 
                                       28
<PAGE>
                                                                        APPENDIX
 
                            ACCUMULATION UNIT VALUES
              DISCOVERY SELECT VARIABLE ANNUITY SUBACCOUNTS OF THE
           PRUCO LIFE OF NEW JERSEY PREMIUM VARIABLE ANNUITY ACCOUNT
   
<TABLE>
<CAPTION>
                                                                  SUBACCOUNTS
<S>                                       <C>                  <C>                    <C>
                                          -----------------------------------------------------------
 
<CAPTION>
                                              PRUDENTIAL            PRUDENTIAL          PRUDENTIAL
                                             MONEY MARKET        DIVERSIFIED BOND     HIGH YIELD BOND
                                              PORTFOLIO             PORTFOLIO            PORTFOLIO
                                          -----------------------------------------------------------
                                               1/24/97*              1/24/97*            1/24/97*
                                                  TO                    TO                  TO
                                               12/31/97              12/31/97            12/31/97
                                          -----------------------------------------------------------
<S>                                       <C>                  <C>                    <C>
1. Accumulation unit value at beginning
    of period...........................    $     1.04778         $     1.05924        $     1.12690
2. Accumulation unit value at end of
    period..............................    $     1.08688         $     1.13525        $     1.25972
3. Number of accumulation units
    outstanding at end of period........    5,366,453.373         4,451,359.058        5,397,206.831
                                          -----------------------------------------------------------
 
<CAPTION>
 
<S>                                       <C>            <C>                    <C>               <C>
 
                                           PRUDENTIAL         PRUDENTIAL          PRUDENTIAL        PRUDENTIAL
                                           STOCK INDEX      EQUITY INCOME           EQUITY           JENNISON
                                            PORTFOLIO         PORTFOLIO            PORTFOLIO         PORTFOLIO
 
                                            1/24/97*           1/24/97*            1/24/97*          1/24/97*
                                               TO                 TO                  TO                TO
                                            12/31/97           12/31/97            12/31/97          12/31/97
 
<S>                                       <C>            <C>                    <C>               <C>
1. Accumulation unit value at beginning
    of period...........................  $    1.18151      $     1.24933        $     1.23280     $     1.19836
2. Accumulation unit value at end of
    period..............................  $    1.48876      $     1.66167        $     1.48518     $     1.48006
3. Number of accumulation units
    outstanding at end of period........  8,543,942.551     5,978,494.895        9,062,852.247     4,356,135.229
 
</TABLE>
    
<TABLE>
<CAPTION>
                                                            SUBACCOUNTS (CONTINUED)
<S>                                       <C>                  <C>                    <C>
                                          -----------------------------------------------------------
 
<CAPTION>
                                              PRUDENTIAL
                                                GLOBAL               AIM V.I.            AIM V.I.
                                              PORTFOLIO         GROWTH AND INCOME          VALUE
                                          -----------------------------------------------------------
                                               1/24/97*              1/24/97*            1/24/97*
                                                  TO                    TO                  TO
                                               12/31/97              12/31/97            12/31/97
                                          -----------------------------------------------------------
<S>                                       <C>                  <C>                    <C>
1. Accumulation unit value at beginning
    of period...........................    $     1.20025         $     1.08005        $     1.06636
2. Accumulation unit value at end of
    period..............................    $     1.26079         $     1.28644        $     1.27997
3. Number of accumulation units
    outstanding at end of period........    1,544,582.024         2,414,429.247        2,687,877.124
                                          -----------------------------------------------------------
 
<CAPTION>
 
<S>                                       <C>            <C>                    <C>               <C>
 
                                                                                      MFS
                                              JANUS             JANUS           EMERGING GROWTH         MFS
                                          ASPEN GROWTH   INTERNATIONAL GROWTH       SERIES        RESEARCH SERIES
 
                                            1/24/97*           1/24/97*            1/24/97*          1/24/97*
                                               TO                 TO                  TO                TO
                                            12/31/97           12/31/97            12/31/97          12/31/97
 
<S>                                       <C>            <C>                    <C>               <C>
1. Accumulation unit value at beginning
    of period...........................  $    1.04112      $     1.07728        $     0.99843     $     1.05478
2. Accumulation unit value at end of
    period..............................  $    1.22056      $     1.23121        $     1.15186     $     1.21695
3. Number of accumulation units
    outstanding at end of period........  2,360,624.250     3,626,939.148        2,636,905.069     2,159,261.930
 
</TABLE>
<TABLE>
<CAPTION>
                                                            SUBACCOUNTS (CONTINUED)
<S>                                       <C>                  <C>                    <C>
                                          -----------------------------------------------------------
 
<CAPTION>
                                                 OCC                   OCC             T. ROWE PRICE
                                          ACCUMULATION TRUST    ACCUMULATION TRUST        EQUITY
                                               MANAGED         SMALL CAPITALIZATION       INCOME
                                          -----------------------------------------------------------
                                               1/24/97*              1/24/97*            1/24/97*
                                                  TO                    TO                  TO
                                               12/31/97              12/31/97            12/31/97
                                          -----------------------------------------------------------
<S>                                       <C>                  <C>                    <C>
1. Accumulation unit value at beginning
    of period...........................    $     1.08859         $     1.05425        $     1.07051
2. Accumulation unit value at end of
    period..............................    $     1.26668         $     1.26710        $     1.33212
3. Number of accumulation units
    outstanding at end of period........    7,302,011.073         2,630,491.378        3,846,265.632
                                          -----------------------------------------------------------
 
<CAPTION>
 
<S>                                       <C>            <C>                    <C>               <C>
 
                                          T. ROWE PRICE     WARBURG PINCUS
                                          INTERNATIONAL      POST-VENTURE
                                              STOCK            CAPITAL
 
                                            1/24/97*           1/24/97*
                                               TO                 TO
                                            12/31/97           12/31/97
 
<S>                                       <C>            <C>                    <C>               <C>
1. Accumulation unit value at beginning
    of period...........................  $    1.02164      $     0.98396
2. Accumulation unit value at end of
    period..............................  $    1.05690      $     1.07018
3. Number of accumulation units
    outstanding at end of period........  1,286,790.860       624,929.212
 
</TABLE>
 
* Commencement of Business
 
                                       29
<PAGE>
                            SELECTED FINANCIAL DATA
 
The following selected financial data for Pruco Life Insurance Company of New
Jersey should be read in conjunction with the FINANCIAL STATEMENTS OF PRUCO LIFE
INSURANCE COMPANY OF NEW JERSEY and notes thereto included in this prospectus
beginning on page B-1.
 
<TABLE>
<CAPTION>
                                                        PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
                                                      FOR THE YEARS ENDED DECEMBER 31, (IN THOUSANDS)
                                              ---------------------------------------------------------------
                                                                                                   STATUTORY
                                                                  GAAP BASIS                         BASIS
                                              --------------------------------------------------  -----------
                                                 1997         1996         1995         1994         1993
                                              -----------  -----------  -----------  -----------  -----------
Revenues:
<S>                                           <C>          <C>          <C>          <C>          <C>
  Premiums and other revenue................  $    64,480  $    65,184  $    68,049  $    51,781  $   114,287
  Net investment income.....................       46,324       43,784       43,530       42,357       47,700
                                              ---------------------------------------------------------------
Total revenues..............................      110,804      108,968      111,579       94,138      161,987
 
Benefits and expenses:
  Current and future benefits and claims....       53,371       48,722       47,695       44,939      103,552
  Other expenses............................       27,236       12,848       21,881       23,716       19,182
                                              ---------------------------------------------------------------
Total benefits and expenses.................       80,607       61,570       69,576       68,655      122,734
                                              ---------------------------------------------------------------
Income before income tax provision..........       30,197       47,398       42,003       25,483       39,253
Income tax provision........................       10,974       15,611       15,002        9,483       19,460
                                              ---------------------------------------------------------------
Net income..................................  $    19,223  $    31,787  $    27,001  $    16,000  $    19,793
                                              ---------------------------------------------------------------
                                              ---------------------------------------------------------------
Assets......................................  $ 2,002,432  $ 1,695,616  $ 1,558,282  $ 1,424,886  $ 1,352,455
                                              ---------------------------------------------------------------
                                              ---------------------------------------------------------------
</TABLE>
 
In 1996, the Company retroactively adopted, as of January 1, 1995, applicable
accounting pronouncements to present its financial statements in conformity with
generally accepted accounting principles ("GAAP").
 
                                       30
<PAGE>
   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                                  OPERATIONS.
 
The Company markets individual life insurance, variable life insurance, variable
annuities and deferred annuities through Prudential's sales force in New Jersey
and New York.
 
The Company markets its products in the life insurance and annuity sectors of
the insurance industry. These markets are faced with an increased tightening of
the regulatory environment with particular emphasis placed on company solvency
and sales practices. The legal barriers which have historically segregated the
markets of the financial services industry are being challenged through both
legislative and judicial process. Regulatory changes which opened the insurance
industry to other financial institutions, particularly banks and mutual funds,
heightened competition in investment type products since those institutions were
positioned to deliver the same products through large, stable distribution
channels.
 
The Company held $2.0 billion in assets at December 31, 1997 compared to $1.7
billion at December 31, 1996, of which $1.1 billion and $.9 billion were held in
Separate Accounts in 1997 and 1996, respectively under variable life insurance
policies and variable annuity contracts. The remaining assets were held in the
general account for investment primarily in bonds, short-term investments and
policy loans.
 
1.  RESULTS OF OPERATIONS
 
Net income for the year ended December 31, 1997 amounted to $19.2 million, a
decrease of $12.6 million or 39.6% compared to the $31.8 million earned in the
year ended December 31, 1996. Net income for the year ended December 31, 1995
amounted to $27.0 million.
 
(A)  1997 VERSUS 1996
 
Total insurance revenues, consisting of premiums and policy charges and fee
income decreased $2.4 million for the year ended December 31, 1997 to $57.5
million from $59.9 million for the year ended December 31, 1996. This decrease
in insurance revenues is primarily attributable to a decrease of $2.2 million in
policy charges and fee income. This is a result of an aging book of business
along with an increased emphasis in the domestic market place on investments in
retirement type products rather than in life insurance protection products.
 
The Company's net investment income increased $2.5 million for the year ended
December 31, 1997 to $46.3 million from $43.8 million for the year ended
December 31, 1996. Increase in cash flows from insurance operations and average
assets as well as the asset mix strategies, produced favorable investment
results in 1997. Fixed maturity income increased in 1997 due to higher
investment returns as a result of a shift to higher yielding securities. Income
from short-term investments increased because of higher fixed maturity assets
available to lend to third parties as part of the Company's securities lending
program.
 
Other income increased $1.3 million for the year ended December 31, 1997 to $5.3
million from $4.0 million for the year ended December 31, 1996. This increase is
due to an increase in advisory fees attributable to the Discovery Preferred and
Discovery Select Separate Account products.
 
Policyholders' benefits increased $5.3 million for the year ended December 31,
1997 to $34.0 million from $28.7 million for the year ended December 31, 1996.
This increase is attributable to an increase in mortality costs associated with
the aging book of business.
 
Other operating costs and expenses increased $14.4 million for the year ended
December 31, 1997 to $27.2 million compared to $12.8 million for the year ended
December 31, 1996. The increase reflects factors including the refinement of
estimated gross profit margins used to amortize deferred policy acquisition
costs (DAC). Favorable mortality experience and reduction in cost of insurance
charges contributed to a change in net amortization. Also, increased operating
costs resulted from higher sales activity of Discovery Select and Discovery
Preferred annuity products, and technological advancements made in annuity
processing, customer service, and product development.
 
INVESTMENT RESULTS
 
    The Company's investment portfolio supports its insurance and annuity
liabilities and other obligations to customers for which it assumes investment
related risks. The portfolio was comprised of total investments
 
                                       31
<PAGE>
amounting to $772.1 million at December 31, 1997, versus $686.8 million at
December 31, 1996. A diversified portfolio of publicly traded bonds and private
placement investments is managed under strategies intended to maintain optimal
asset mix consistent with current and anticipated cash flow requirements of the
related obligations. The risk tolerance reflects the Company's aggregate capital
position, exposure to business risk, liquidity and rating agency considerations.
 
The asset management strategy for the portfolio is set in accordance with an
investment policy statement developed and coordinated within the Prudential by
the Portfolio Management Group and agreed to by senior management and approved
by the Board of Directors. In managing the investment portfolio, the long term
objective is to generate favorable investment results through asset/liability
management, strategic and tactical asset allocation and asset manager selection
based on performance. Asset mix strategies are developed with criteria intended
to match asset structure to product liabilities considering the underlying
income and return characteristics of investment alternatives, seeking to closely
approximate the interest rate sensitivity of the asset portfolio with the
estimated interest rate sensitivity of the product liabilities. Other objectives
include maintenance of broad diversification across asset classes, issuers and
sectors; effective utilization of capital while maintaining liquidity funds
believed to be adequate to satisfy cash flow requirements; and achievement of
competitive performance. The major categories of invested assets, quality across
the portfolio, and recent activities to reduce risk and more effectively manage
the portfolio are discussed below.
 
FIXED MATURITIES
 
    The fixed maturity portfolio is diversified across maturities, sectors and
issuers. The Company has classified all securities as "available for sale."
"Available for sale" securities are carried in the Statements of Financial
Position at fair value, with unrealized gains and losses recognized by credits
and charges to equity capital.
 
At December 31, 1997, the net unrealized capital gains on the fixed maturity
portfolio totaled $7 million compared to $4 million at December 31, 1996. The
increase in the net unrealized gain position is primarily attributable to
declining interest rates. The following table details the amortized cost and
fair value of the fixed maturity portfolio.
<TABLE>
<CAPTION>
                                                               1997                                    1996
                                          -----------------------------------------------  ----------------------------
                                            AMORTIZED      ESTIMATED     NET UNREALIZED      AMORTIZED      ESTIMATED
                                              COST        FAIR VALUE          GAINS            COST        FAIR VALUE
                                          -------------  -------------  -----------------  -------------  -------------
                                                                          (IN MILLIONS)
<S>                                       <C>            <C>            <C>                <C>            <C>
FIXED MATURITIES--AVAILABLE FOR SALE:
Publicly Traded.........................    $     575      $     582        $       7        $     552      $     556
Privately Traded........................           10             10                0                0              0
                                                                                   --
                                                -----          -----                             -----          -----
Total...................................    $     585      $     592        $       7        $     552      $     556
                                                                                   --
                                                                                   --
                                                -----          -----                             -----          -----
                                                -----          -----                             -----          -----
 
<CAPTION>
                                           NET UNREALIZED
                                                GAINS
                                          -----------------
<S>                                       <C>
FIXED MATURITIES--AVAILABLE FOR SALE:
Publicly Traded.........................      $       4
Privately Traded........................              0
                                                     --
Total...................................      $       4
                                                     --
                                                     --
</TABLE>
 
At December 31, 1997, the Company's holdings of private placement fixed
maturities totaled $10 million and constituted 2% of total fixed maturities.
 
The public fixed maturity portfolio increased from $556 million for the year
ended December 31, 1996 to $582 million at December 31, 1997. Investment grade
fixed maturities comprised approximately 96% and 98% of total publicly traded
fixed maturities at December 31, 1997 and 1996, respectively.
 
The Company reviews all fixed maturities quarterly and identifies potential
problem assets which require additional monitoring.
 
(B)  1996 VERSUS 1995
 
Realized investment gains decreased $2.4 million from $3.6 million for the year
ended December 31, 1995 to $1.2 million for the same period in 1996. This
decrease is a result of trading activity in the bond portfolio and current
market conditions.
 
Policyholders' benefits for the year ending December 31, 1996 were $28.7 million
compared to $26.3 million for the same period in 1995. This increase of $2.4
million is attributable to increased reserves and the mortality costs associated
with new and existing policies.
 
                                       32
<PAGE>
Interest credited to policyholders' account balances decreased $1.3 million from
$21.4 million for the year ended December 31, 1995 to $20.1 million for the same
period in 1996. This decrease is primarily attributable to slightly lower
interest rates for the Company's fixed annuity products.
 
Other operating costs and expenses decreased $9.0 million from $21.9 million for
the twelve months ended 1995 to $12.9 million for the same period in 1996. This
is primarily due to a decrease in the amortization of deferred policy
acquisition costs, and a company wide initiative to reduce expenses.
 
2.  LIQUIDITY AND CAPITAL RESOURCES
 
The Company's liquidity requirements include the payment of sales commissions
and other underwriting expenses and the funding of its contractual obligations
for the life insurance and annuity contracts it has in-force. The Company has
developed and utilizes a cash flow projection system and regularly performs
asset/liability duration matching in the management of its asset and liability
portfolios. The Company anticipates funding all its cash requirements utilizing
cash from operations, normal investment maturities and anticipated calls and
repayments, consistent with prior years. As of December 31, 1997, the Company's
assets included $610.7 million of cash, short-term investments and investment
grade publicly traded fixed maturity securities that could be liquidated if
funds were required.
 
In order to continue to market life insurance and annuity products, the Company
must meet or exceed the statutory capital and surplus requirements of the
insurance departments of the states in which it conducts business. Statutory
accounting practices differ from generally accepted accounting principles
("GAAP") in two major respects. First, under statutory accounting practices, the
acquisition costs of new business are charged to expense, while under GAAP they
are amortized over a period of time. Second, under statutory accounting
practices, the required additions to statutory reserves for new business in some
cases may initially exceed the statutory revenues attributable to such business.
These practices result in a reduction of statutory income and surplus at the
time of recording new business.
 
Insurance companies are subject to Risk-Based Capital (RBC) guidelines,
monitored by insurance regulatory authorities, that measure the ratio of the
Company's statutory equity with certain adjustments ("Adjusted Capital") to its
required capital, based on the risk characteristics of its insurance liabilities
and investments. Required capital is determined by statutory formulae that
consider risks related to the type and quality of invested assets,
insurance-related risks associated with the Company's products, interest rate
risks, and general business risks. The RBC calculations are intended to assist
regulators in measuring the adequacy of the Company's statutory capitalization.
 
The Company considers RBC implications in its asset/liability management
strategies. Each year, the Company conducts a thorough review of the adequecy of
statutory insurance reserves and other actuarial liabilities. The review is
performed to ensure that the Company's statutory reserves are computed in
accordance with accepted actuarial standards, reflect all contractual
obligations, meet the requirements of state laws and regulations and include
adequate provisions for any other actuarial liabilities that need to be
established. All significant reserve changes are reviewed by the Board of
Directors and are subject to approval by the New Jersey Department of Banking
and Insurance. The Company believes that its statutory capital is adequate for
its currently anticipated levels of risk as measured by regulatory guidelines.
 
The National Association of Insurance Commissioners recently approved a series
of codified statutory accounting standards for consideration by the various
state regulators. Certain of the proposed standards, if adopted by insurance
regulatory authorities, could have an impact on the measurement of statutory
capital which, in turn, could affect RBC ratios of insurance companies. If
adopted, implementation could commence with 1999 statutory financial statements.
At the present time, the Company cannot estimate the potential impact of these
proposed standards on its RBC position.
 
3.  RISK MANAGEMENT
 
As an indirect subsidiary of Prudential, the Company benefits from the risk
management strategies implemented by Prudential.
 
                                       33
<PAGE>
Risk management includes the identification and measurement of various forms of
risk, establishment of acceptable risk thresholds, and processes intended to
maintain risks within these thresholds while maximizing returns. Prudential
considers risk management an integral part of its core businesses.
 
The risks inherent in the Company's operations include product risk, market
risk, credit risk, liquidity risk, and operating risk. These risk categories,
and Prudential's strategies relative to each, are discussed below.
 
Prudential's risk management is centrally controlled through a Corporate Risk
Management Unit (CRMU) which sets standards for risk identification, policies
and procedures, and limits, as well as standards for measurement and management
reporting. CRMU interfaces with the Company's business groups through an
enterprise level Financial Controls Council and Enterprise Financial Management
Risk Management Committee, as well as through frequent informal meetings. Risk
limits are set at multiple levels throughout the Company, with different limits
at the desk, portfolio, subsidiary, and enterprise level. Risks are generally
managed as close as possible to their origin, subject to review and oversight by
CRMU to monitor compliance with established standards. Where appropriate, such
as with respect to credit concentration risk and foreign exchange risk,
exposures are aggregated and managed at the enterprise level.
 
Prudential's risk monitoring processes include preparation and review of risk
reports on a regular basis, with frequency based on the purpose of the report.
For example, desk-level reports are generally produced daily, while portfolio
level reports are typically semi-monthly or monthly and high level reports may
be quarterly or semi-annually.
 
PRODUCT RISK is the risk of adverse results due to deviation of experience from
expected levels reflected in pricing. Prudential, in its insurance and annuity
operations, sells traditional and interest sensitive individual insurance
products, individual annuity products, a variety of group annuity products, and
group life insurance products. Products are priced to reflect the expected
levels of risk and to allow a margin for adverse deviation. The level of margins
varies with product design and pricing strategy with respect to the targeted
market. Prudential seeks to maintain underwriting standards so that premium
charged is consistent with risk assumed on an overall basis. Additionally, most
of Prudential's policies and contracts allow the Company to adjust credits (via
crediting interest rates) and/or charges (in contracts where elements such as
mortality and expense charges are not guaranteed), allowing the Company to
respond to changes in experience. The competitive environment is an important
element in determining pricing elements including premiums, crediting rates and
non-guaranteed charges.
 
Mortality risks, generally inherent in most of the Company's life insurance and
annuity products, are incorporated in pricing based on the Company's experience
(if available and relevant) or industry experience. Mortality studies are
performed periodically to compare the actual incidence of death claims in
relation to business in force, to levels assumed in pricing and to industry
experience. Expense risk relates to all products and is influenced by management
practices as well as general price level changes. Persistency risk represents
the risk that the pattern of policy surrenders will deviate from assumed levels
so that policies do not remain in force for a sufficient period to allow the
Company to recover its acquisition costs. Certain products are designed, by
implementation of surrender charges and other features, to discourage early
surrenders and thus mitigate this risk to the Company. Periodic studies are
performed to compare actual surrender experience to pricing assumptions and
industry experience.
 
MARKET RISK is the risk of change in value of financial instruments as a result
of changes in interest rates, currency exchange rates, and securities market
conditions. The Company's asset/liability management strategies provide for
targeting of asset durations within specified ranges based on the estimated
durations of the associated product liabilities. Portfolio managers are directed
to maintain interest rate exposures within the established ranges, which are
subject to adjustment based on market conditions and product design. Prudential
uses statistical techniques such as duration and convexity analysis to measure
price sensitivity to interest rate changes. The Company also performs portfolio
stress testing annually as part of its cash flow testing in which various
interest-sensitive assumptions (such as asset calls and prepayments and contract
persistency) are evaluated under various severe interest rate environments. Any
shortfalls revealed by cash flow testing are evaluated to determine whether
there is a need to increase statutory reserves or change portfolio management
strategies such as alteration of asset duration and/or composition. For
fee-based (variable, separate account and mutual fund) products, equity risk is
borne primarily by the contractholders rather than the Company (subject to any
minimum guarantees). However, in the event of subpar performance, asset based
fees will be reduced and competitive factors may impede the Company's ability to
cultivate this business.
 
                                       34
<PAGE>
CREDIT RISK is the risk that counterparties may default or fail to fully honor
contractual obligations and is inherent in investment portfolio asset positions
including corporate bonds and mortgages, private placements and other
lending-type products, and various investment operations functions. The Company
attempts to manage risk associated with customer activities through proprietary
credit analysis, establishment of credit limits and by requiring maintenance of
margin and/or collateral in compliance with established internal control and
regulatory standards.
 
LIQUIDITY RISK is the risk that the Company will be unable to liquidate
positions at a reasonable price in order to meet cash flow requirements under
various scenarios. As indicated above, the Company's asset/liability management
strategies seek to maintain asset positions that are consistent with the
expected cash flow demands associated with its liabilities under various
possible situations. Liquidity policies are formally managed at the enterprise
level, using various comparisons of asset liquidity to potential liability
outflows. Prudential believes that the comparison of its general account net
liquidity to individual policy net cash surrender value is key to the periodic
evaluation of its ability to meet policyholder claim requirements, and stress
tests are utilized to measure the expected liquidity situation under assumed
unusual events.
 
OPERATING RISK is the risk of potential loss from internal or external events
such as mismanagement, fraud, systems breakdowns, business interruption, or
failure to satisfy legal or fiduciary responsibilities. All financial
institutions, including Prudential, are exposed to the risk of unauthorized
activities by employees that are contrary to the internal controls designed to
manage such risks. Legal risk may arise from inadequate control over contract
documentation, marketing processes, or other operations. Internal controls
responsive to regulatory, legal, credit, asset stewardship and other concerns
are established at the business unit level for specific lines of business and at
the enterprise level for company-wide processes. Controls are monitored by
business unit management, internal and external auditors, and by an enterprise
level Management Internal Control unit and in certain instances are subject to
regulatory review.
 
Following revelations and negative publicity surrounding the issue of sales
practices, Prudential has implemented a strategy to emphasize ethical conduct in
the recruitment and training of agents and in the sales process. The Company has
also strengthened controls including the establishment of a client acquisition
program, in conjunction with the underwriting process, intended to ascertain the
appropriateness of insurance coverages sold and mitigate the risk of
inappropriate policy replacement activity.
 
Another aspect of operating risk relates to the Company's ability to conduct
transactions electronically and to gather, process, and disseminate information
and maintain data integrity and uninterrupted operations given the possibility
of unexpected or unusual events. The Company is implementing a business
continuation initiative to address these concerns. Considerations relative to
the impact of the Year 2000 on computer operations are discussed below.
 
4.  REGULATORY ENVIRONMENT
 
The Company is subject to the laws of the State of New Jersey as governing
insurance companies and to the regulations of the New Jersey Insurance
Department (the "Insurance Department"). A detailed financial statement in the
prescribed form (the "Annual Statement") is filed with the Insurance Department
each year covering the Company's operations for the preceding year and its
financial condition as of the end of that year. Regulation by the Insurance
Department includes periodic examination to determine contract liabilities and
reserves so that the Insurance Department may certify that these items are
correct. The Company's books and accounts are subject to review by the Insurance
Department at all times. A full examination of the Company's operations is
conducted periodically by the Insurance Department and under the auspices of the
NAIC.
 
In addition, the Company is subject to regulation under the insurance laws of
all jurisdictions in which it operates. The laws of the various jurisdictions
establish supervisory agencies with broad administrative powers with respect to
various matters, including licensing to transact business, overseeing trade
practices, licensing agents, approving contract forms, establishing reserve
requirements, fixing maximum interest rates on life insurance contract loans and
minimum rates for accumulation of surrender values, prescribing the form and
content of required financial statements and regulating the type and amounts of
investments permitted. The Company is required to file the Annual Statement with
supervisory agencies in each of the jurisdictions in which it does business, and
its operations and accounts are subject to examination by these agencies at
regular intervals.
 
                                       35
<PAGE>
The NAIC has adopted several regulatory initiatives designed to improve the
surveillance and financial analysis regarding the solvency of insurance
companies in general. These initiatives include the development and
implementation of a risk-based capital formula for determining adequate levels
of capital and surplus. Insurance companies are required to calculate their
risk-based capital in accordance with this formula and to include the results in
their Annual Statement. It is anticipated that these standards will have no
significant effect upon the Company.
 
Although the federal government generally does not directly regulate the
business of insurance, federal initiatives often have an impact on the business
in a variety of ways. Certain insurance products of the Company are subject to
various federal securities laws and regulations. In addition, current and
proposed federal measures which may significantly affect the insurance business
include regulation of insurance company solvency, employee benefit regulation,
removal of barriers preventing banks from engaging in the insurance business,
tax law changes affecting the taxation of insurance companies and the tax
treatment of insurance products and its impact on the relative desirability of
various personal investment vehicles.
 
5.  THE YEAR 2000 ISSUE
 
The Company is an indirect subsidiary of Prudential; therefore, is impacted by
the enterprise focus on the Year 2000 Issue. The Year 2000 issue is best
understood as a computer hardware and software problem involving the way dates
are stored and processed in computers. Many computer systems are programmed to
recognize only the last two digits in a date. As a result, any computer programs
that have date-sensitive software may recognize a date using "00" as the year
1900 rather than the year 2000. If this anomaly is not corrected, the year "00"
could cause systems to perform date comparisons and calculations incorrectly
which could in turn affect the accuracy and compromise the integrity of business
records. Business operations could be interrupted when companies are unable to
process transactions, send invoices, or engage in similar normal business
activities. The Year 2000 issue presents critical business risks for public and
private sector entities across the globe .
 
Prudential identified the Year 2000 issue as a critical priority in 1995 and
established a Company-wide Program Office (CPO) to develop and coordinate an
operating framework for the Year 2000 compliance activities. The CPO assessed
potential business impact, identified software and hardware components that will
require upgrading, renovating, or replacing, and developed a strategy for
renovation, replacement or retirement of all affected business applications. The
initial assessment, completed in 1995, provided an estimate of the magnitude of
the project and necessary resources.
 
Prudential's CPO has established quality assurance procedures including a
certification process to monitor and evaluate enterprise-wide conversion and
upgrading of systems for Year 2000 compliance. Prudential is utilizing both
internal and external resources to reprogram or replace and test software.
Prudential plans to complete its adaptation, testing and certification of
software for Year 2000 compliance by December 31, 1998 and to conduct additional
testing pertaining to the securities industry (in a scheduled industry-wide
effort) as well as complete its "business partner" analysis and contingency
planning during 1999. Prudential believes that it is well positioned to achieve
the necessary modifications and mitigate the Year 2000 risks.
 
Prudential has commenced contacting and communicating formally with major
suppliers and customers, including brokers, vendors, health care providers, and
institutions that pass electronic information to Prudential, to determine the
significance of the potential exposure that could result from their failure to
achieve Year 2000 compliance on a timely basis.
 
While, as indicated above, Prudential believes that it is well positioned to
mitigate its Year 2000 issue, this issue by its nature carries the risk of
unforeseen problems of internal or external origin. There can be no assurance
that the required systems modifications will be completed in accordance with
current estimates of timing and cost, or that the systems of other companies
with which some of Prudential's systems interface will be converted on a timely
and compatible basis. In the event that the required adaptations to mitigate the
Year 2000 issue are not completed on a timely basis, this issue could have a
material adverse impact on the Company's operations. The discussion of the Year
2000 issue herein, and in particular the Company's plans to remediate this issue
and estimated costs thereof, are forward-looking in nature. See cautionary
statement below relating to forward-looking statements.
 
                                       36
<PAGE>
6.  INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
 
Certain of the statements contained in Management's Discussion and Analysis may
be considered forward-looking statements. Words such as "expects," "believes,"
"anticipates," "intends," "plans," or variations of such words are generally
part of forward-looking statements. Forward-looking statements are made based
upon management's current expectations and beliefs concerning future
developments and their potential effects upon the Company. There can be no
assurance that future developments affecting the Company will be those
anticipated by management. There are certain important factors that could cause
actual results to differ materially from estimates or expectations reflected in
such forward-looking statements including without limitation, changes in general
economic conditions, including the performance of financial markets and interest
rates; market acceptance of new products and distribution channels; competitive,
regulatory or tax changes that affect the cost or demand for the Company's
products; and adverse litigation results. While the Company reassesses material
trends and uncertainties affecting its financial condition and results of
operations, it does not intend to review or revise any particular
forward-looking statement referenced in this Management's Discussion and
Analysis in light of future events. The information referred to above should be
considered by readers when reviewing any forward-looking statements contained in
this Management's Discussion and Analysis.
 
                                       37
<PAGE>
                             DIRECTORS AND OFFICERS
 
The directors and major officers of Pruco Life of New Jersey, listed with their
principal occupations during the past 5 years, are shown below.
 
                     DIRECTORS OF PRUCO LIFE OF NEW JERSEY
 
JAMES J. AVERY, JR., CHAIRMAN AND DIRECTOR -- Senior Vice President, Chief
Actuary and CFO, Prudential Individual Insurance since 1997; 1995 to 1997:
President, Prudential Select; 1993 to 1995: Chief Operating Officer, Prudential
Select. Age 46.
 
WILLIAM M. BETHKE, DIRECTOR -- Chief Investment Officer since 1997; 1992 to
1997: President, Prudential Capital Markets Group. Age 51.
 
IRA J. KLEINMAN, DIRECTOR -- Executive Vice President, International Insurance
Group since 1997; 1995 to 1997: Chief Marketing and Product Development Officer,
Prudential Individual Insurance Group; 1993 to 1995: President, Prudential
Select. Age 51.
 
MENDEL A. MELZER, DIRECTOR -- Chief Investment Officer, Mutual Funds and
Annuities, Prudential Investments since 1996; 1995 to 1996: Chief Financial
Officer of the Money Management Group of Prudential; 1993 to 1995: Senior Vice
President and Chief Financial Officer of Prudential Preferred Financial
Services. Age 37.
 
ESTHER H. MILNES, PRESIDENT AND DIRECTOR -- Vice President and Actuary,
Prudential Individual Insurance Group since 1996; 1993 to 1996: Senior Vice
President and Chief Actuary, Prudential Insurance and Financial Services. Age
47.
 
I. EDWARD PRICE, VICE CHAIRMAN AND DIRECTOR -- Senior Vice President and
Actuary, Prudential Individual Insurance Group since 1995; 1994 to 1995: Chief
Executive Officer, Prudential International Insurance; 1993 to 1994: President,
Prudential International Insurance. Age 55.
 
                         OFFICERS WHO ARE NOT DIRECTORS
 
SUSAN L. BLOUNT, SECRETARY -- Vice President and Secretary of Prudential since
1995; Prior to 1995: Assistant General Counsel for Prudential Residential
Services Company. Age 40.
 
C. EDWARD CHAPLIN, TREASURER -- Vice President and Treasurer of Prudential since
1995; 1993 to 1995: Managing Director and Assistant Treasurer of Prudential. Age
41.
 
JAMES C. DROZANOWSKI, SENIOR VICE PRESIDENT -- Vice President and Operations
Executive, Prudential Individual Insurance Group since 1996; 1995 to 1996: Vice
President, Credit Card Division, Chase Manhattan Bank; prior to 1995: Chase
Manhattan Bank. Age 55.
 
CLIFFORD E. KIRSCH, CHIEF LEGAL OFFICER -- Chief Counsel, Variable Products, Law
Department of Prudential since 1995; 1994 to 1995: Associate General Counsel
with Paine Webber; Prior to 1994: Assistant Director in the Division of
Investment Management with the Securities and Exchange Commission. Age 38.
 
FRANK P. MARINO, SENIOR VICE PRESIDENT -- Vice President, Policyowner Relations
Department, Prudential Individual Insurance Group since 1996; Prior to 1996:
Senior Vice President, Prudential Mutual Fund Services. Age 53.
 
EDWARD A. MINOGUE, SENIOR VICE PRESIDENT -- Vice President, Annuity Services.
Prudential Investments since 1997; Prior to 1997: Director, Merrill Lynch. Age
55.
 
JAMES M. SCHLOMANN, VICE PRESIDENT, COMPTROLLER & CHIEF ACCOUNTING OFFICER --
Vice President & Associate Comptroller, Prudential, since 1997; Prior to 1997:
Senior Executive Vice President & CFO, USLife Corp. Age 49.
 
SHIRLEY H. SHAO, SENIOR VICE PRESIDENT AND CHIEF ACTUARY -- Vice President and
Associate Actuary, Prudential. Age 43.
 
JAMES A. TIGNANELLI, SENIOR VICE PRESIDENT -- Vice President, Compliance,
Prudential Individual Insurance since 1996; Prior to 1996: Vice President Field
Operations. Age 45.
 
The business address of all directors and officers of Pruco Life of New Jersey
is 213 Washington Street, Newark, New Jersey 07102-2992.
 
                                       38
<PAGE>
                             EXECUTIVE COMPENSATION
 
Executive Officers of Pruco Life may also serve one or more affiliated companies
of Pruco Life. Pruco Life of New Jersey is a subsidiary of Pruco Life.
Allocations have been made as to each individual's time devoted to his duties as
an executive officer of Pruco Life of New Jersey. The following table shows the
compensation paid, based on these allocations, to the executive officers for
services rendered in all capacities to Pruco Life of New Jersey during 1997.
With the exception of the Chief Executive Officer, only officers receiving
compensation in excess of $100,000 per year are shown in the table below.
Directors of Pruco Life who are also employees of Prudential do not receive
compensation in addition to their compensation as employees of Prudential.
 
<TABLE>
<CAPTION>
 
NAME & PRINCIPAL                                                     OTHER ANNUAL
POSITION                     YEAR       SALARY      BONUS            COMPENSATION
<S>                        <C>        <C>         <C>         <C>
 
Esther H. Milnes             1997       $5,598      $6,419             $       0
Chief Executive Officer      1996       $5,417      $3,641             $       0
                             1995       $5,148      $2,515             $       0
</TABLE>
 
                                       39
<PAGE>

                           FINANCIAL STATEMENTS OF THE
                            PRUCO LIFE OF NEW JERSEY
                    FLEXIBLE PREMIUM VARIABLE ANNUITY ACCOUNT



STATEMENTS OF NET ASSETS
December 31, 1997


<TABLE>
<CAPTION>
                                                                                        SUBACCOUNTS
                                                       ---------------------------------------------------------------------------
                                                        PRUDENTIAL     PRUDENTIAL        PRUDENTIAL     PRUDENTIAL    PRUDENTIAL
                                                       MONEY MARKET  DIVERSIFIED BOND  HIGH YIELD BOND  STOCK INDEX  EQUITY INCOME
                                                        PORTFOLIO       PORTFOLIO         PORTFOLIO      PORTFOLIO     PORTFOLIO
                                                       ------------  ----------------  ---------------  -----------  -------------
<S>                                                    <C>           <C>               <C>              <C>          <C>
ASSETS
Investment in shares of the Prudential Series Fund,
   Inc. Portfolios and non-Prudential administered
   funds at net asset value [Note 3] ................  $  6,094,608  $      5,166,347  $     6,841,776  $12,761,776  $   9,378,867
Receivable from Pruco Life Insurance
   Company of New Jersey [Note 2]....................             0                 0                0            0        555,419
                                                       ------------  ----------------  ---------------  -----------  -------------
    Net Assets ......................................  $  6,094,608  $      5,166,347  $     6,841,776  $12,761,776  $   9,934,286
                                                       ------------  ----------------  ---------------  -----------  -------------
                                                       ------------  ----------------  ---------------  -----------  -------------

NET ASSETS, representing:
   Equity of Contract owners ........................  $  5,832,691  $      5,053,405  $     6,798,969  $12,719,880  $   9,934,286
   Equity of Pruco Life Insurance
     Company of New Jersey ..........................       261,917           112,942           42,807       41,896              0
                                                       ------------  ----------------  ---------------  -----------  -------------
                                                       $  6,094,608  $      5,166,347  $     6,841,776  $12,761,776  $   9,934,286
                                                       ------------  ----------------  ---------------  -----------  -------------
                                                       ------------  ----------------  ---------------  -----------  -------------


STATEMENTS OF OPERATIONS
For the period January 24, 1997* through December 31, 1997

                                                                                        SUBACCOUNTS
                                                       ---------------------------------------------------------------------------
                                                        PRUDENTIAL     PRUDENTIAL        PRUDENTIAL     PRUDENTIAL    PRUDENTIAL
                                                       MONEY MARKET  DIVERSIFIED BOND  HIGH YIELD BOND  STOCK INDEX  EQUITY INCOME
                                                        PORTFOLIO       PORTFOLIO         PORTFOLIO      PORTFOLIO     PORTFOLIO
                                                       ------------  ----------------  ---------------  -----------  -------------
INVESTMENT INCOME
   Dividend distributions received ..................  $    116,608  $        182,186  $       328,295  $   102,248  $      95,453

EXPENSES
   Charges to Contract owners for assuming
   mortality risk and expense risk and for
   administration [Note 5A] .........................        30,326            24,000           33,313       71,076         39,209
                                                       ------------  ----------------  ---------------  -----------  -------------
NET INVESTMENT INCOME (LOSS) ........................        86,282           158,186          294,982       31,172         56,244
                                                       ------------  ----------------  ---------------  -----------  -------------

NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS
   Capital gains distributions received .............             0            36,843                0      342,433        733,657
   Realized gain (loss) on shares redeemed
   [average cost basis] .............................             0             1,268              632        8,889              0
   Net change in unrealized gain (loss) 
      on investments ................................             0           (87,951)         (27,151)     640,205       (105,243)
                                                       ------------  ----------------  ---------------  -----------  -------------
NET GAIN (LOSS) ON INVESTMENTS ......................             0           (49,840)         (26,519)     991,527        628,414
                                                       ------------  ----------------  ---------------  -----------  -------------

NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS ........................  $     86,282  $        108,346  $       268,463  $ 1,022,699  $     684,658
                                                       ------------  ----------------  ---------------  -----------  -------------
                                                       ------------  ----------------  ---------------  -----------  -------------

* Commenced Operations


            SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A9 THROUGH A14
                                       A1

<PAGE>


<CAPTION>

                                SUBACCOUNTS (CONTINUED)
- ----------------------------------------------------------------------------------------
                                                                            JANUS ASPEN
 PRUDENTIAL  PRUDENTIAL  PRUDENTIAL    AIM V.I.               JANUS ASPEN  INTERNATIONAL
   EQUITY     JENNISON     GLOBAL     GROWTH AND   AIM V.I.     GROWTH        GROWTH
 PORTFOLIO   PORTFOLIO   PORTFOLIO   INCOME FUND  VALUE FUND   PORTFOLIO     PORTFOLIO
- -----------  ----------  ----------  -----------  ----------  -----------  -------------
<C>          <C>         <C>         <C>          <C>         <C>          <C>
$13,153,635  $6,083,992  $1,682,608  $ 3,189,721  $3,460,986  $ 2,921,226  $   4,557,839

    306,332     363,350     264,786            0           0            0              0
- -----------  ----------  ----------  -----------  ----------  -----------  -------------
$13,459,967  $6,447,342  $1,947,394  $ 3,189,721  $3,460,986  $ 2,921,226  $   4,557,839
- -----------  ----------  ----------  -----------  ----------  -----------  -------------
- -----------  ----------  ----------  -----------  ----------  -----------  -------------


$13,459,967  $6,447,342  $1,947,394  $ 3,106,018  $3,440,402  $ 2,881,284  $   4,465,524

          0           0           0       83,703      20,584       39,942         92,315
- -----------  ----------  ----------  -----------  ----------  -----------  -------------
$13,459,967  $6,447,342  $1,947,394  $ 3,189,721  $3,460,986  $ 2,921,226  $   4,557,839
- -----------  ----------  ----------  -----------  ----------  -----------  -------------
- -----------  ----------  ----------  -----------  ----------  -----------  -------------



                                SUBACCOUNTS (CONTINUED)
- ----------------------------------------------------------------------------------------
                                                                            JANUS ASPEN
 PRUDENTIAL  PRUDENTIAL  PRUDENTIAL    AIM V.I.               JANUS ASPEN  INTERNATIONAL
   EQUITY     JENNISON     GLOBAL     GROWTH AND   AIM V.I.     GROWTH        GROWTH
 PORTFOLIO   PORTFOLIO   PORTFOLIO   INCOME FUND  VALUE FUND   PORTFOLIO     PORTFOLIO
- -----------  ----------  ----------  -----------  ----------  -----------  -------------
$   146,098  $    4,853  $   13,045  $     1,485  $   28,947  $    22,526  $      14,522



     65,956      27,872       9,424       16,881      21,423       17,937         26,860
- -----------  ----------  ----------  -----------  ----------  -----------  -------------
     80,142     (23,019)      3,621      (15,396)      7,524        4,589        (12,338)
- -----------  ----------  ----------  -----------  ----------  -----------  -------------


    613,254     319,882      72,144        2,228      88,872       17,098          2,428

     12,529      14,031      (2,314)           0         371            0              0
    (86,245)     16,226    (140,267)     182,008     116,794      171,601         63,890
- -----------  ----------  ----------  -----------  ----------  -----------  -------------
    539,538     350,139     (70,437)     184,236     206,037      188,699         66,318
- -----------  ----------  ----------  -----------  ----------  -----------  -------------


$   619,680  $  327,120  $  (66,816) $   168,840  $  213,561  $   193,288  $      53,980
- -----------  ----------  ----------  -----------  ----------  -----------  -------------
- -----------  ----------  ----------  -----------  ----------  -----------  -------------

</TABLE>
            SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A9 THROUGH A14
                                       A2

<PAGE>

                           FINANCIAL STATEMENTS OF THE
                        PRUCO LIFE OF NEW JERSEY FLEXIBLE
                        PREMIUM VARIABLE ANNUITY ACCOUNT


STATEMENTS OF NET ASSETS
December 31, 1997

<TABLE>
<CAPTION>


                                                                                       SUBACCOUNTS
                                                       -----------------------------------------------------------------------
                                                                                               OCC                OCC
                                                       MFS EMERGING        MFS         ACCUMULATION TRUST   ACCUMULATION TRUST
                                                       GROWTH SERIES  RESEARCH SERIES   MANAGED PORTFOLIO  SMALL CAP PORTFOLIO
                                                       -------------  ---------------  ------------------  -------------------
<S>                                                    <C>            <C>              <C>                 <C>
ASSETS
Investment in shares of the Prudential Series Fund,
   Inc. Portfolios and non-Prudential administered
     funds at net asset value [Note 3] ..............  $   3,073,606  $     2,648,625  $        9,094,484  $         3,360,806
Receivable from Pruco Life Insurance
     Company of New Jersey [Note 2]..................              0                0             169,431                    0
                                                       -------------  ---------------  ------------------  -------------------
    Net Assets ......................................  $   3,073,606  $     2,648,625  $        9,263,915  $         3,360,806
                                                       -------------  ---------------  ------------------  -------------------
                                                       -------------  ---------------  ------------------  -------------------

NET ASSETS, representing:
   Equity of Contract owners ........................  $   3,037,345  $     2,627,714  $        9,263,915  $         3,333,096
   Equity of Pruco Life Insurance
     Company of New Jersey ..........................         36,261           20,911                   0               27,710
                                                       -------------  ---------------  ------------------  -------------------
                                                       $   3,073,606  $     2,648,625  $        9,263,915  $         3,360,806
                                                       -------------  ---------------  ------------------  -------------------
                                                       -------------  ---------------  ------------------  -------------------


STATEMENTS OF OPERATIONS
For the period January 24, 1997* through December 31, 1997


                                                                                       SUBACCOUNTS
                                                       -----------------------------------------------------------------------
                                                                                               OCC                OCC
                                                       MFS EMERGING        MFS         ACCUMULATION TRUST   ACCUMULATION TRUST
                                                       GROWTH SERIES  RESEARCH SERIES   MANAGED PORTFOLIO  SMALL CAP PORTFOLIO
                                                       -------------  ---------------  ------------------  -------------------
INVESTMENT INCOME
   Dividend distributions received ..................  $           0  $             0  $              259  $               143

EXPENSES
   Charges to Contract owners for assuming
     mortality risk and expense risk and for
     administration [Note 5A] .......................         18,721           16,301              50,056               16,568
                                                       -------------  ---------------  ------------------  -------------------
NET INVESTMENT INCOME (LOSS) ........................        (18,721)         (16,301)            (49,797)             (16,425)
                                                       -------------  ---------------  ------------------  -------------------

NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS
   Capital gains distributions received .............              0                0                 794                1,010
   Realized gain (loss) on shares redeemed
     [average cost basis] ...........................              0                0                   0                    0
   Net change in unrealized gain (loss) 
     on investments .................................        258,606          164,625             511,431              148,654
                                                       -------------  ---------------  ------------------  -------------------
NET GAIN (LOSS) ON INVESTMENTS ......................        258,606          164,625             512,225              149,664
                                                       -------------  ---------------  ------------------  -------------------

NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS ........................  $     239,885  $       148,324  $          462,428  $           133,239
                                                       -------------  ---------------  ------------------  -------------------
                                                       -------------  ---------------  ------------------  -------------------
</TABLE>
* Commenced Operations


            SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A9 THROUGH A14
                                       A3

<PAGE>

<TABLE>
<CAPTION>

              SUBACCOUNTS (CONTINUED)
- --------------------------------------------------------

T. ROWE PRICE     T. ROWE PRICE        WARBURG PINCUS
EQUITY INCOME  INTERNATIONAL STOCK  POST-VENTURE CAPITAL
  PORTFOLIO         PORTFOLIO            PORTFOLIO
- -------------  -------------------  --------------------
<C>            <C>                  <C>
$   5,206,437  $         1,402,906  $            706,385

            0                    0                     0
- -------------  -------------------  --------------------
$   5,206,437  $         1,402,906  $            706,385
- -------------  -------------------  --------------------
- -------------  -------------------  --------------------


$   5,123,687  $         1,360,009  $            668,787

       82,750               42,897                37,598
- -------------  -------------------  --------------------
$   5,206,437  $         1,402,906  $            706,385
- -------------  -------------------  --------------------
- -------------  -------------------  --------------------




              SUBACCOUNTS (CONTINUED)
- --------------------------------------------------------

T. ROWE PRICE     T. ROWE PRICE        WARBURG PINCUS
EQUITY INCOME  INTERNATIONAL STOCK  POST-VENTURE CAPITAL
  PORTFOLIO         PORTFOLIO            PORTFOLIO
- -------------  -------------------  --------------------
$      62,638  $            12,542  $                 93



       29,352                8,584                 4,122
- -------------  -------------------  --------------------
       33,286                3,958                (4,029)
- -------------  -------------------  --------------------


      138,220               17,767                     0

            0                    0                     0
      308,579              (84,403)               51,292
- -------------  -------------------  --------------------
      446,799              (66,636)               51,292
- -------------  -------------------  --------------------

$     480,085  $           (62,678) $             47,263
- -------------  -------------------  --------------------
- -------------  -------------------  --------------------

</TABLE>
            SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A9 THROUGH A14
                                       A4

<PAGE>

                           FINANCIAL STATEMENTS OF THE
                            PRUCO LIFE OF NEW JERSEY
                    FLEXIBLE PREMIUM VARIABLE ANNUITY ACCOUNT



STATEMENTS OF CHANGES IN NET ASSETS
For the period January 24,1997* through December 31, 1997

<TABLE>
<CAPTION>

                                                                                        SUBACCOUNTS
                                                       ---------------------------------------------------------------------------
                                                        PRUDENTIAL     PRUDENTIAL        PRUDENTIAL     PRUDENTIAL    PRUDENTIAL
                                                       MONEY MARKET  DIVERSIFIED BOND  HIGH YIELD BOND  STOCK INDEX  EQUITY INCOME
                                                        PORTFOLIO       PORTFOLIO         PORTFOLIO      PORTFOLIO     PORTFOLIO
                                                       ------------  ----------------  ---------------  -----------  -------------
<S>                                                    <C>           <C>               <C>              <C>          <C>
OPERATIONS
   Net investment income (loss) ..................... $      86,282  $        158,186  $       294,982  $    31,172  $      56,244
   Capital gains distributions received .............             0            36,843                0      342,433        733,657
   Realized gain (loss) on shares redeemed
     [average cost basis] ...........................             0             1,268              632        8,889              0
   Net change in unrealized gain (loss) on investments            0           (87,951)         (27,151)     640,205       (105,243)
                                                       ------------  ----------------  ---------------  -----------  -------------


NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS ........................        86,282           108,346          268,463    1,022,699        684,658
                                                       ------------  ----------------  ---------------  -----------  -------------


NET INCREASE IN NET ASSETS
   RESULTING FROM PREMIUM PAYMENTS
   AND OTHER OPERATING TRANSFERS
   [Note 7] .........................................     5,745,598         4,948,007        6,526,368   11,707,092      9,250,311
                                                       ------------  ----------------  ---------------  -----------  -------------


NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM EQUITY TRANSFERS
   [Note 8] .........................................       262,728           109,994           46,945       31,985           (683)
                                                       ------------  ----------------  ---------------  -----------  -------------


TOTAL INCREASE IN NET ASSETS ........................     6,094,608         5,166,347        6,841,776   12,761,776      9,934,286

NET ASSETS:

BEGINNING OF YEAR....................................             0                 0                0            0              0
                                                       ------------  ----------------  ---------------  -----------  -------------

END OF YEAR.......................................... $   6,094,608  $      5,166,347  $     6,841,776  $12,761,776  $   9,934,286
                                                       ------------  ----------------  ---------------  -----------  -------------
                                                       ------------  ----------------  ---------------  -----------  -------------
* Commenced Operations


            SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A9 THROUGH A14
                                       A5

<PAGE>

<CAPTION>

                                SUBACCOUNTS (CONTINUED)
- ----------------------------------------------------------------------------------------
                                                                            JANUS ASPEN
 PRUDENTIAL  PRUDENTIAL  PRUDENTIAL    AIM V.I.               JANUS ASPEN  INTERNATIONAL
   EQUITY     JENNISON     GLOBAL     GROWTH AND   AIM V.I.     GROWTH        GROWTH
 PORTFOLIO   PORTFOLIO   PORTFOLIO   INCOME FUND  VALUE FUND   PORTFOLIO     PORTFOLIO
- -----------  ----------  ----------  -----------  ----------  -----------  -------------
<C>          <C>         <C>         <C>          <C>         <C>          <C>
$    80,142  $  (23,019) $    3,621  $   (15,396) $    7,524  $     4,589  $     (12,338)
    613,254     319,882      72,144        2,228      88,873       17,098          2,428

     12,529      14,031      (2,314)           0         371            0              0
    (86,245)     16,226    (140,267)     182,008     116,794      171,601         63,890
- -----------  ----------  ----------  -----------  ----------  -----------  -------------



    619,680     327,120     (66,816)     168,840     213,562      193,288         53,980
- -----------  ----------  ----------  -----------  ----------  -----------  -------------



 12,845,700   6,122,138   2,013,384    2,943,922   3,237,160    2,690,815      4,414,907
- -----------  ----------  ----------  -----------  ----------  -----------  -------------



     (5,413)     (1,916)        826       76,959      10,264       37,123         88,952
- -----------  ----------  ----------  -----------  ----------  -----------  -------------


 13,459,967   6,447,342   1,947,394    3,189,721   3,460,986    2,921,226      4,557,839


          0           0           0            0           0            0              0
- -----------  ----------  ----------  -----------  ----------  -----------  -------------

$13,459,967  $6,447,342  $1,947,394  $ 3,189,721  $3,460,986  $ 2,921,226  $   4,557,839
- -----------  ----------  ----------  -----------  ----------  -----------  -------------
- -----------  ----------  ----------  -----------  ----------  -----------  -------------

</TABLE>

            SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A9 THROUGH A14
                                       A6

<PAGE>

                           FINANCIAL STATEMENTS OF THE
                            PRUCO LIFE OF NEW JERSEY
                    FLEXIBLE PREMIUM VARIABLE ANNUITY ACCOUNT


STATEMENTS OF CHANGES IN NET ASSETS
For the period January 24, 1997* through December 31, 1997

<TABLE>
<CAPTION>

                                                                                       SUBACCOUNTS
                                                       -----------------------------------------------------------------------
                                                                                               OCC                OCC
                                                       MFS EMERGING        MFS         ACCUMULATION TRUST   ACCUMULATION TRUST
                                                       GROWTH SERIES  RESEARCH SERIES   MANAGED PORTFOLIO  SMALL CAP PORTFOLIO
                                                       -------------  ---------------  ------------------  -------------------
<S>                                                    <C>            <C>              <C>                 <C>
OPERATIONS
   Net investment income (loss) .....................  $     (18,721) $       (16,301) $          (49,797) $           (16,425)
   Capital gains distributions received .............              0                0                 794                1,010
   Realized gain (loss) on shares redeemed
     [average cost basis] ...........................              0                0                   0                    0
   Net change in unrealized gain (loss) 
     on investments .................................        258,606          164,625             511,431              148,654
                                                       -------------  ---------------  ------------------  -------------------


NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS ........................        239,885          148,324             462,428              133,239
                                                       -------------  ---------------  ------------------  -------------------


NET INCREASE IN NET ASSETS
   RESULTING FROM PREMIUM PAYMENTS
   AND OTHER OPERATING TRANSFERS
   [Note 7] .........................................      2,800,502        2,485,067           8,796,002            3,202,968
                                                       -------------  ---------------  ------------------  -------------------


NET INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM EQUITY TRANSFERS
   [Note 8] .........................................         33,219           15,234               5,485               24,599
                                                       -------------  ---------------  ------------------  -------------------


TOTAL INCREASE IN NET ASSETS ........................      3,073,606        2,648,625           9,263,915            3,360,806

NET ASSETS:

BEGINNING OF YEAR....................................              0                0                   0                    0
                                                       -------------  ---------------  ------------------  -------------------

END OF YEAR..........................................  $   3,073,606  $     2,648,625   $       9,263,915  $         3,360,806
                                                       -------------  ---------------  ------------------  -------------------
                                                       -------------  ---------------  ------------------  -------------------
* Commenced Operations



            SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A9 THROUGH A14
                                       A7

<PAGE>


<CAPTION>

              SUBACCOUNTS (CONTINUED)
- --------------------------------------------------------

T. ROWE PRICE     T. ROWE PRICE        WARBURG PINCUS
EQUITY INCOME  INTERNATIONAL STOCK  POST-VENTURE CAPITAL
  PORTFOLIO         PORTFOLIO            PORTFOLIO
- -------------  -------------------  --------------------
<C>            <C>                  <C>
$      33,286  $             3,958  $             (4,029)
      138,220               17,767                     0

            0                    0                     0
      308,579              (84,403)               51,292
- -------------  -------------------  --------------------


      480,085              (62,678)               47,263
- -------------  -------------------  --------------------



    4,649,699            1,423,759               622,433
- -------------  -------------------  --------------------


       76,653               41,825                36,689
- -------------  -------------------  --------------------


    5,206,437            1,402,906               706,385


            0                    0                     0
- -------------  -------------------  --------------------

$   5,206,437  $         1,402,906  $            706,385
- -------------  -------------------  --------------------
- -------------  -------------------  --------------------

</TABLE>


            SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A9 THROUGH A14
                                       A8

<PAGE>

                          NOTES TO FINANCIAL STATEMENTS
                OF THE PRUCO LIFE OF NEW JERSEY FLEXIBLE PREMIUM
                            VARIABLE ANNUITY ACCOUNT
                      FOR THE YEAR ENDED DECEMBER 31, 1997

NOTE 1:  GENERAL

         Pruco Life of New Jersey Flexible Premium Variable Annuity Account
         ("the Account") was established on May 20, 1996 under New Jersey
         law as a separate investment account of Pruco Life Insurance
         Company of New Jersey ("Pruco Life of New Jersey") which is a
         wholly-owned subsidiary of Pruco Life Insurance Company (an Arizona
         domiciled company) and is indirectly wholly-owned by the Prudential
         Insurance Company of America ("Prudential"). The assets of the
         Account are segregated from Pruco Life of New Jersey's other
         assets.

         The Account is registered under the Investment Company Act of 1940,
         as amended, as a unit investment trust. There are nineteen
         subaccounts within the account, each of which invests in a
         corresponding portfolio of The Prudential Series Fund, Inc. (the
         "Series Fund"), or any of the non-Prudential administered funds
         shown in Note 3. The Series Fund is a diversified open-end
         management investment company, and is managed by Prudential.

         The Discovery Select Variable Annuity subaccounts of the Pruco Life
         of New Jersey Flexible Premium Variable Annuity Account commenced
         operations on January 24, 1997.

NOTE 2:  SIGNIFICANT ACCOUNTING POLICIES

         The financial statements are prepared in conformity with generally
         accepted accounting principles (GAAP). The preparation of the
         financial statements in conformity with GAAP requires management to
         make estimates and assumptions that affect the reported amounts and
         disclosures. Actual results could differ from those estimates.

         INVESTMENTS--The investments in shares of the Series Fund or the
         non-Prudential administered funds are stated at the net asset value
         of the respective portfolio.

         SECURITY TRANSACTIONS--Realized gains and losses on security
         transactions are reported on an average cost basis. Purchase and
         sale transactions are recorded as of the trade date of the security
         being purchased or sold.

         DISTRIBUTIONS RECEIVED--Dividend and capital gain distributions
         received are reinvested in additional shares of the Series Fund or
         non-Prudential administered funds and are recorded on the
         ex-dividend date.

         EQUITY OF PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY--Pruco Life of
         New Jersey maintains a position in the Account for liquidity
         purposes including unit purchases and redemptions, fund share
         transactions and expense processing. Pruco Life of New Jersey
         monitors the balance daily and transfers funds based upon
         anticipated activity. At times, Pruco Life of New Jersey may owe an
         amount to the Account, which is reflected in the Account's
         Statements of Net Assets as a receivable from Pruco Life of New
         Jersey. The receivable does not have an effect on the Contract
         owner's account or the related unit value.


                                       A9

<PAGE>

NOTE 3:  INVESTMENT INFORMATION FOR THE PRUCO LIFE OF NEW JERSEY FLEXIBLE
         PREMIUM VARIABLE ANNUITY ACCOUNT

         The net asset value per share for each portfolio of the Series Fund
         or non-Prudential administered funds, the number of shares of each 
         portfolio held by the subaccounts of the Account and the aggregate 
         cost of investments in such shares at December 31, 1997 were as 
         follows:

<TABLE>
<CAPTION>
                                                                                 SUBACCOUNTS
                                      ----------------------------------------------------------------------------------------------
                                         PRUDENTIAL        PRUDENTIAL          PRUDENTIAL         PRUDENTIAL           PRUDENTIAL
                                        MONEY MARKET     DIVERSIFIED BOND    HIGH YIELD BOND      STOCK INDEX       EQUITY INCOME
                                         PORTFOLIO          PORTFOLIO          PORTFOLIO          PORTFOLIO           PORTFOLIO
                                      -----------------  -----------------  -----------------  -----------------  ------------------
<S>                                   <C>                 <C>               <C>                <C>                 <C>
         Number of Shares:                      609,461            468,737            840,046            422,302             418,936
         Net asset value per share:   $        10.00000  $        11.02185  $         8.14453  $        30.21956  $         22.38737
         Cost:                        $       6,094,608  $       5,254,298  $       6,868,927  $      12,121,571  $        9,484,110
         
         
                                                                           SUBACCOUNTS (CONTINUED)  
                                      ----------------------------------------------------------------------------------------------
                                                                                                       AIM V.I.
                                            PRUDENTIAL         PRUDENTIAL         PRUDENTIAL      GROWTH AND INCOME        AIM V.I.
                                              EQUITY            JENNISON            GLOBAL              INCOME              VALUE
                                            PORTFOLIO          PORTFOLIO           PORTFOLIO             FUND                FUND
                                      -----------------  -----------------  -----------------  -----------------  ------------------
         Number of Shares:                      423,367            343,118             93,877            169,037             166,154
         Net asset value per share:   $        31.06909  $        17.73151  $        17.92348  $        18.87000  $         20.83000
         Cost:                        $      13,239,880  $       6,067,766  $       1,822,875  $       3,007,713  $        3,344,192
         
         
                                                                           SUBACCOUNTS (CONTINUED)  
                                      ----------------------------------------------------------------------------------------------
                                                              JANUS ASPEN           MFS                                   OCC
                                              JANUS          INTERNATIONAL       EMERGING            MFS         ACCUMULATION TRUST
                                           ASPEN GROWTH         GROWTH            GROWTH           RESEARCH           MANAGED
                                            PORTFOLIO          PORTFOLIO          SERIES            SERIES           PORTFOLIO
                                      -----------------  -----------------  -----------------  -----------------  ------------------
         Number of Shares:                      158,075            246,636            190,434            167,741             214,594
         Net asset value per share:   $        18.48000  $        18.48000  $        16.14000  $        15.79000  $         42.38000
         Cost:                        $       2,749,625  $       4,493,949  $       2,815,000  $       2,484,000  $        8,583,053
         
         
                                                                    SUBACCOUNTS (CONTINUED)  
                                      --------------------------------------------------------------------------
                                                                                                   WARBURG
                                              OCC            T. ROWE PRICE       T. ROWE PRICE      PINCUS
                                         ACCUMULATION            EQUITY          INTERNATIONAL   POST-VENTURE
                                          TRUST SMALL            INCOME              STOCK          CAPITAL
                                         CAP PORTFOLIO         PORTFOLIO           PORTFOLIO       PORTFOLIO
                                      -----------------  -----------------  -----------------  -----------------  
         Number of Shares:                      127,448            280,067            110,118             63,868
         Net asset value per share:   $        26.37000  $        18.59000  $        12.74000  $        11.06000
         Cost:                        $       3,212,152  $       4,897,858  $       1,487,309  $         655,093

</TABLE>
                                       A10

<PAGE>

NOTE 4:  CONTRACT OWNER UNIT INFORMATION

         Outstanding Contract owner units, unit values and total value of 
         Contract owner equity at December 31, 1997 were as follows:

<TABLE>
<CAPTION>

                                                                                 SUBACCOUNTS
                                           ----------------------------------------------------------------------------------------
                                              PRUDENTIAL       PRUDENTIAL       PRUDENTIAL         PRUDENTIAL          PRUDENTIAL
                                             MONEY MARKET   DIVERSIFIED BOND  HIGH YIELD BOND     STOCK INDEX         EQUITY INCOME
                                               PORTFOLIO        PORTFOLIO       PORTFOLIO          PORTFOLIO            PORTFOLIO
                                           ---------------  ---------------- ---------------   -----------------  -----------------
<S>                                        <C>              <C>              <C>               <C>                <C>
         Contract Owner Units Outstanding    5,366,453.373    4,451,359.058    5,397,206.831       8,543,942.551      5,978,494.895
         Unit Value......................  $       1.08688  $       1.13525  $       1.25972   $         1.48876  $         1.66167
                                           ---------------  ---------------  ---------------   -----------------  -----------------
         TOTAL CONTRACT OWNER EQUITY.....  $     5,832,691  $     5,053,405  $     6,798,969   $      12,719,880  $       9,934,286
                                           ---------------  ---------------  ---------------   -----------------  -----------------
                                           ---------------  ---------------  ---------------   -----------------  -----------------
         
         
                                                                         SUBACCOUNTS (CONTINUED)  
                                           ----------------------------------------------------------------------------------------
                                                                                                    AIM V.I.
                                               PRUDENTIAL        PRUDENTIAL    PRUDENTIAL          GROWTH AND          AIM V.I.
                                                 EQUITY           JENNISON       GLOBAL              INCOME             VALUE
                                               PORTFOLIO         PORTFOLIO      PORTFOLIO             FUND               FUND
                                           ---------------  ---------------- ---------------   -----------------  -----------------
         Contract Owner Units Outstanding    9,062,852.247    4,356,135.229    1,544,582.024       2,414,429.247      2,687,877.124
         Unit Value......................  $       1.48518  $       1.48006  $       1.26079   $         1.28644            1.27997
                                           ---------------  ---------------  ---------------   -----------------  -----------------
         TOTAL CONTRACT OWNER EQUITY.....  $    13,459,967  $     6,447,342  $     1,947,394   $       3,106,018  $       3,440,402
                                           ---------------  ---------------  ---------------   -----------------  -----------------
                                           ---------------  ---------------  ---------------   -----------------  -----------------
         
         
                                                                         SUBACCOUNTS (CONTINUED)  
                                           ----------------------------------------------------------------------------------------
                                                                  JANUS            MFS                                  OCC
                                                 JANUS        INTERNATIONAL      EMERGING              MFS          ACCUMULATION 
                                              ASPEN GROWTH       GROWTH           GROWTH             RESEARCH          MANAGED
                                               PORTFOLIO        PORTFOLIO         SERIES              SERIES          PORTFOLIO
                                           ---------------  ---------------- ---------------   -----------------  -----------------
         Contract Owner Units Outstanding    2,360,624.250    3,626,939.148    2,636,905.069      2,159,261.9300      7,302,011.073
         Unit Value....................... $       1.22056  $       1.23121  $       1.15186   $         1.21695  $         1.26868
                                           ---------------  ---------------  ---------------   -----------------  -----------------
         TOTAL CONTRACT OWNER EQUITY...... $     2,881,284  $     4,465,524  $     3,037,345   $       2,627,714  $       9,263,915
                                           ---------------  ---------------  ---------------   -----------------  -----------------
                                           ---------------  ---------------  ---------------   -----------------  -----------------
         
         
                                                                  SUBACCOUNTS (CONTINUED)  
                                           ----------------------------------------------------------------------
                                                                                                     WARBURG
                                                 OCC          T. ROWE PRICE   T. ROWE PRICE          PINCUS
                                            ACCUMULATION          EQUITY      INTERNATIONAL        POST-VENTURE
                                             TRUST SMALL          INCOME          STOCK              CAPITAL
                                            CAP PORTFOLIO       PORTFOLIO       PORTFOLIO           PORTFOLIO
                                           ---------------  ---------------- ---------------   ------------------
         Contract Owner Units Outstanding    2,630,491.378    3,846,265.632    1,286,790.860         624,929.212
         Unit Value......................  $       1.26710  $       1.33212  $       1.05690   $         1.07018
                                           ---------------  ---------------  ---------------   -----------------
         TOTAL CONTRACT OWNER EQUITY.....  $     3,333,096  $     5,123,687  $     1,360,009   $         668,787
                                           ---------------  ---------------  ---------------   -----------------
                                           ---------------  ---------------  ---------------   -----------------
</TABLE>
         
NOTE 5:  CHARGES AND EXPENSES

         A.  Mortality Risk and Expense Risk Charges

             The mortality risk and expense risk charges at an effective
             annual rate of 1.25% are applied daily against the net assets
             representing equity of Contract owners held in each subaccount.
             Mortality risk is that annuitants may live longer than
             estimated and expense risk is that the cost of issuing and
             administering the policies may exceed the estimated expenses.
             For 1997, the amount of these charges paid to Pruco Life of New
             Jersey was $471,136.

         B.  Administration Charge

             The administration charge at an effective annual rate of .15%
             is applied daily against the net assets representing equity of
             Contract owners held in each subaccount. Administration charges
             include costs associated with issuing the Contract,
             establishing and maintaining records, and providing reports to
             Contract owners. For 1997, the amount of these charges paid to
             Pruco Life of New Jersey was $56,845.


                                       A11

<PAGE>

         C.  Withdrawal Charge

             A withdrawal charge may be made upon full or partial Contract
             owner redemptions. The charge compensates Pruco Life of New
             Jersey for paying all of the expenses of selling and
             distributing the Contracts, including sales commissions,
             printing of prospectuses, sales administration, preparation of
             sales literature, and other promotional activities. No
             withdrawal charge is imposed whenever earnings are withdrawn.
             For 1997, the amount of these charges paid to Pruco Life of New
             Jersey was $17,243.

NOTE 6:   TAXES

          Pruco Life of New Jersey is taxed as a "life insurance company" as
          defined by the Internal Revenue Code and the results of operations
          of the Account form a part of Pruco Life of New Jersey's
          consolidated federal tax return. Under current federal law, no
          federal income taxes are payable by the Account. As such, no
          provision for tax liability has been recorded in these financial
          statements.

NOTE 7:   NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM PREMIUM 
          PAYMENTS AND OTHER OPERATING TRANSFERS

          The following amounts represent Contract owner activity components
          for the period January 24, 1997* to December 31, 1997:

<TABLE>
<CAPTION>
                                                                        SUBACCOUNTS
                                       --------------------------------------------------------------------------------------------
                                          PRUDENTIAL        PRUDENTIAL        PRUDENTIAL         PRUDENTIAL          PRUDENTIAL
                                         MONEY MARKET    DIVERSIFIED BOND     HIGH YIELD        STOCK INDEX         EQUITY INCOME
                                           PORTFOLIO         PORTFOLIO        PORTFOLIO          PORTFOLIO            PORTFOLIO
                                        ---------------  ----------------   ---------------   ------------------ ------------------
<S>                                     <C>              <C>                <C>               <C>                <C>
          Contract Owner Net Payments   $     8,199,777  $      4,748,888   $     7,044,786   $      11,537,843  $        9,092,591
          Surrenders, Withdrawals, and
           Death Benefits               $       (35,679) $        (42,482)  $       (56,437)  $         (91,204) $          (34,592)
           Net Transfers From (To)
            Other Subaccounts or Fixed
             Rate Options.............  $    (2,418,500) $        241,601   $      (461,981)  $         260,453  $          192,312



                                                                  SUBACCOUNTS (CONTINUED)  
                                        -------------------------------------------------------------------------------------------
                                                                                                  AIM V.I.
                                           PRUDENTIAL         PRUDENTIAL      PRUDENTIAL         GROWTH AND            AIM V.I.
                                             EQUITY           JENNISON          GLOBAL              INCOME              VALUE
                                            PORTFOLIO         PORTFOLIO        PORTFOLIO             FUND                FUND
                                        ---------------   ----------------  ---------------   ------------------  -----------------
          Contract Owner Net Payments   $    12,608,951  $      6,026,720   $     1,977,078   $       2,781,009   $       3,159,930
          Surrenders, Withdrawals, and
           Death Benefits.............  $       (76,063) $        (42,111)  $       (29,052)  $         (11,469)  $         (24,406)
          Net Transfers From (To) 
           Other Subaccounts or Fixed 
            Rate Options..............  $       312,812  $        137,529   $        65,358   $         174,382   $         101,636



                                                                        SUBACCOUNTS (CONTINUED)  
                                        -------------------------------------------------------------------------------------------
                                                              JANUS ASPEN          MFS                                  OCC
                                               JANUS         INTERNATIONAL       EMERGING             MFS         ACCUMULATION TRUST
                                            ASPEN GROWTH        GROWTH            GROWTH            RESEARCH           MANAGED
                                             PORTFOLIO         PORTFOLIO          SERIES             SERIES           PORTFOLIO
                                        ---------------   ----------------  ---------------  ------------------  ------------------
          Contract Owner Net Payments   $     2,628,766   $      4,363,549  $     2,769,659  $       2,441,201   $        8,773,973
          Surrenders, Withdrawals, and
           Death Benefits.............  $       (21,537)  $       (38,474)  $        (6,029) $         (25,514)  $          (59,475)
          Net Transfers From (To)
           Other Subaccounts or Fixed
           Rate Options...............  $        83,586   $        89,832   $        36,872  $          69,380   $           81,504



                                                                 SUBACCOUNTS (CONTINUED)  
                                        ------------------------------------------------------------------------
                                                                                                   WARBURG
                                               OCC         T. ROWE PRICE      T. ROWE PRICE        PINCUS
                                          ACCUMULATION         EQUITY         INTERNATIONAL      POST-VENTURE
                                           TRUST SMALL         INCOME             STOCK            CAPITAL
                                          CAP PORTFOLIO      PORTFOLIO          PORTFOLIO         PORTFOLIO
                                        ---------------  ----------------   ---------------   ------------------
          Contract Owner Net Payments   $     3,028,743  $      4,463,509   $     1,316,610   $         579,387
          Surrenders, Withdrawals, and
           Death Benefits.............  $       (15,236) $        (37,721)  $       (10,790)  $          (2,648)
          Net Transfers From (To)
           Other Subaccounts or Fixed
           Rate Options...............  $       189,461  $        223,911   $       117,939   $          45,694

</TABLE>

          * Commenced Operations


                                       A12

<PAGE>

NOTE 8:      NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM 
             EQUITY TRANSFERS

             The increase (decrease) in net assets resulting from equity
             transfers represents the net contributions (withdrawals) of Pruco
             Life of New Jersey to (from) the Account.

NOTE 9:      UNIT ACTIVITY

             Transactions  in units  (including  transfers  among  subaccounts)
             for the period  January 24, 1997*  through December 31, 1997 were
             as follows:

<TABLE>
<CAPTION>

                                                                              SUBACCOUNTS
                                         ------------------------------------------------------------------------------------------
                                            PRUDENTIAL        PRUDENTIAL        PRUDENTIAL         PRUDENTIAL          PRUDENTIAL
                                           MONEY MARKET    DIVERSIFIED BOND   HIGH YIELD BOND     STOCK INDEX         EQUITY INCOME
                                             PORTFOLIO         PORTFOLIO        PORTFOLIO          PORTFOLIO            PORTFOLIO
                                         ---------------   ----------------  ---------------   ------------------  ----------------
<S>                                       <C>               <C>               <C>               <C>                 <C>
           Contract Owner Contributions:   5,435,980.388     4,500,473.297     5,453,214.440       8,626,853.849      6,034,726.197
           Contract Owner Redemptions:       (69,527.016)      (49,044.606)      (56,007.609)        (82,950.975)       (56,231.303)
         
         
         
                                                                  SUBACCOUNTS (CONTINUED)  
                                         ------------------------------------------------------------------------------------------
                                                                                                    AIM V.I.
                                             PRUDENTIAL        PRUDENTIAL      PRUDENTIAL          GROWTH AND           AIM V.I.
                                               EQUITY          JENNISON          GLOBAL              INCOME              VALUE
                                             PORTFOLIO         PORTFOLIO       PORTFOLIO             FUND                FUND
                                         ---------------   ----------------  ---------------   ------------------  ----------------
           Contract Owner Contributions:   9,211,888.481     4,405,058.234     1,575,148.086       2,423,634.490      2,708,559.657
           Contract Owner Redemptions:      (149,015.510)      (48,943.450)      (30,566.062)         (9,205.242)       (20,682.534)
         
         
         
                                                                              SUBACCOUNTS (CONTINUED)  
                                         ------------------------------------------------------------------------------------------
                                                              JANUS ASPEN          MFS                                  OCC
                                               JANUS         INTERNATIONAL       EMERGING             MFS        ACCUMULATION TRUST
                                            ASPEN GROWTH        GROWTH            GROWTH            RESEARCH           MANAGED
                                             PORTFOLIO         PORTFOLIO          SERIES             SERIES           PORTFOLIO
                                         ---------------   ----------------  ---------------  ------------------   ----------------
           Contract Owner Contributions:   2,381,041.990     3,660,400.453     2,643,270.928      2,189,365.926       7,464,664.224
           Contract Owner Redemptions:       (20,417.740)      (33,461.305)       (6,365.859)       (30,103.996)       (162,668.391)
         
         
                                                                       SUBACCOUNTS (CONTINUED)  
                                         ------------------------------------------------------------------------
                                                                                                     WARBURG
                                               OCC           T. ROWE PRICE    T. ROWE PRICE          PINCUS
                                          ACCUMULATION           EQUITY       INTERNATIONAL        POST-VENTURE
                                           TRUST SMALL           INCOME           STOCK              CAPITAL
                                          CAP PORTFOLIO        PORTFOLIO        PORTFOLIO           PORTFOLIO
                                         ---------------   ----------------  ---------------   ------------------
           Contract Owner Contributions:   2,675,189.260     3,884,774.218     1,296,132.361         633,040.090
           Contract Owner Redemptions:       (44,697.882)      (38,508.586)       (9,341.501)         (8,110.878)
         
</TABLE>
            * Commenced Operations


                                       A13

<PAGE>

NOTE 10:     PURCHASES AND SALES OF INVESTMENTS

             The aggregate costs of purchases and proceeds from sales of
             investments in the Series Fund and non-Prudential administered
             funds were as follows:


<TABLE>
<CAPTION>

                                                                              SUBACCOUNTS
                                         ------------------------------------------------------------------------------------------
                                            PRUDENTIAL        PRUDENTIAL        PRUDENTIAL         PRUDENTIAL          PRUDENTIAL
           PORTFOLIO                       MONEY MARKET    DIVERSIFIED BOND   HIGH YIELD BOND     STOCK INDEX         EQUITY INCOME
           INFORMATION                      PORTFOLIO         PORTFOLIO        PORTFOLIO          PORTFOLIO            PORTFOLIO
                                         ---------------   ----------------  ---------------   ------------------  ----------------
<S>                                      <C>               <C>               <C>               <C>                 <C>             
           For the period             
             January 24, 1997* through
             December 31, 1997        
           Purchases..................   $     7,171,000   $     5,141,000   $     7,135,000   $      11,776,000  $       8,655,000
           Sales......................   $    (1,193,000)  $      (107,000)  $      (595,000)  $        (108,000) $               -
         
         
                                                                        SUBACCOUNTS (CONTINUED)  
                                         ------------------------------------------------------------------------------------------
                                                                                                    AIM V.I.
                                             PRUDENTIAL         PRUDENTIAL     PRUDENTIAL         GROWTH AND            AIM V.I.
           PORTFOLIO                           EQUITY            JENNISON        GLOBAL              INCOME              VALUE
           INFORMATION                       PORTFOLIO          PORTFOLIO       PORTFOLIO             FUND                FUND
                                         ---------------   ----------------  ---------------   ------------------  ----------------
<S>                                      <C>               <C>               <C>               <C>                 <C>             
           For the period             
             January 24, 1997* through
             December 31, 1997        
           Purchases..................   $    12,639,000  $      5,858,000   $     1,806,000   $       3,004,000   $      3,233,000
           Sales......................   $      (171,000) $       (129,000)  $       (66,000)  $               -   $         (7,000)
         
         
                                                                        SUBACCOUNTS (CONTINUED)  
                                         -------------------------------------------------------------------------------------------
                                                              JANUS ASPEN          MFS                                   OCC
                                               JANUS         INTERNATIONAL       EMERGING              MFS        ACCUMULATION TRUST
           PORTFOLIO                        ASPEN GROWTH        GROWTH            GROWTH             RESEARCH          MANAGED
           INFORMATION                       PORTFOLIO         PORTFOLIO          SERIES              SERIES          PORTFOLIO
                                         ---------------   ----------------  ---------------   ------------------  ----------------
<S>                                      <C>               <C>               <C>               <C>                 <C>             
           For the period             
             January 24, 1997* through
             December 31, 1997        
           Purchases..................   $     2,710,000   $     4,477,000   $     2,815,000   $       2,484,000  $       8,582,000
           Sales......................   $             -   $             -   $             -   $               -  $               -
         
         
                                                                 SUBACCOUNTS (CONTINUED)  
                                         ------------------------------------------------------------------------
                                                                                                     WARBURG
                                               OCC           T. ROWE PRICE    T. ROWE PRICE          PINCUS
                                          ACCUMULATION           EQUITY       INTERNATIONAL        POST-VENTURE
           PORTFOLIO                       TRUST SMALL           INCOME           STOCK              CAPITAL
           INFORMATION                    CAP PORTFOLIO        PORTFOLIO        PORTFOLIO           PORTFOLIO
                                         ---------------   ----------------  ---------------   ------------------
<S>                                      <C>               <C>               <C>               <C>               
           For the period             
             January 24, 1997* through
             December 31, 1997        
           Purchases..................   $     3,211,000   $     4,697,000   $     1,457,000   $         655,000
           Sales......................   $             -   $             -   $             -   $               -
</TABLE>
         
           * Commenced Operations


                                       A14

<PAGE>


                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Contract Owners of the
Pruco Life of New Jersey Flexible Premium Variable Annuity Account
and the Board of Directors of
Pruco Life Insurance Company of New Jersey


In our opinion, the accompanying statements of net assets and the related
statements of operations and of changes in net assets present fairly, in all
material respects, the financial position of the Prudential Money Market
Portfolio, Prudential Diversified Bond Portfolio, Prudential High Yield Bond
Portfolio, Prudential Stock Index Portfolio, Prudential Equity Income Portfolio,
Prudential Equity Portfolio, Prudential Jennison Portfolio, Prudential Global
Portfolio, AIM V.I. Growth and Income Fund, AIM V.I. Value Fund, Janus Aspen
Growth Portfolio, Janus Aspen International Growth Portfolio, MFS Emerging
Growth Series, MFS Research Series, OCC Accumulation Trust Managed Portfolio,
OCC Accumulation Trust Small Capitalization Portfolio, T. Rowe Price Equity
Income Portfolio, T. Rowe Price International Stock Portfolio, and Warburg
Pincus Post-Venture Capital Portfolio Subaccounts of the Pruco Life of New
Jersey Flexible Premium Variable Annuity Account at December 31, 1997, the
results of each of their operations and the changes in each of their net assets
for the year then ended, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of Pruco Life
Insurance Company of New Jersey's management; our responsibility is to express
an opinion on these financial statements based on our audit. We conducted our
audit of these financial statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit, which included confirmation of fund shares owned at December 31, 1997,
provides a reasonable basis for the opinion expressed above.



PRICE WATERHOUSE LLP
New York, New York
March 20, 1998


                                       A15



PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

<TABLE>
<CAPTION>

STATEMENTS OF FINANCIAL POSITION
DECEMBER 31, 1997 AND 1996 (IN THOUSANDS)
- ---------------------------------------------------------------------------------------------------------------------


                                                                                 1997                    1996
                                                                          -------------------      ------------------
<S>                                                                               <C>                     <C>   
ASSETS
Fixed maturities
    Available for sale, at fair value (amortized cost, 1997: $585,109;           
and 1996: $551,728)                                                               $  592,361              $  555,898
Policy loans                                                                         127,306                 113,918
Short-term investments                                                                52,464                  17,002
                                                                          -------------------      ------------------
               Total investments                                                     772,131                 686,818
Cash                                                                                       3                   3,928
Deferred policy acquisition costs                                                    101,625                 106,965
Accrued investment income                                                             14,075                  12,908
Other assets                                                                           4,037                   1,736
Separate Account assets                                                            1,110,561                 883,261
                                                                          -------------------      ------------------
TOTAL ASSETS                                                                      $2,002,432              $1,695,616
                                                                          ===================      ==================

LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities
Policyholders' account balances                                                   $  379,744              $  375,448
Future policy benefits and other policyholder liabilities                            108,077                 100,663
Cash collateral for loaned securities                                                 33,663                       -
Income taxes payable                                                                  12,963                   1,970
Deferred income tax liability                                                         22,188                  24,175
Payable to affiliates                                                                  4,307                   6,059
Other liabilities                                                                     17,103                  11,990
Separate Account liabilities                                                       1,108,994                 880,065
                                                                          -------------------      ------------------
TOTAL LIABILITIES                                                                  1,687,039               1,400,370
                                                                          -------------------      ------------------
CONTINGENCIES -(SEE NOTE 10)
STOCKHOLDER'S EQUITY
Common stock, $5 par value;
        400,000 shares, authorized;
        issued and outstanding at
        December 31, 1997 and 1996                                                     2,000                   2,000
Paid-in-capital                                                                      125,000                 125,000
Retained earnings                                                                    185,437                 166,214
Net unrealized investment gains                                                        2,956                   2,032
                                                                          -------------------      ------------------
TOTAL STOCKHOLDER'S EQUITY                                                           315,393                 295,246
                                                                          -------------------      ------------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                                        $2,002,432              $1,695,616
                                                                          ===================      ==================
</TABLE>



                        See Notes to Financial Statements


                                       B-1
<PAGE>

PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY


<TABLE>
<CAPTION>

STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995 (IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------------------


                                                                   1997               1996               1995
                                                            ------------------- ------------------ ------------------
<S>                                                               <C>                <C>                <C>       
REVENUES

Premiums                                                          $    1,105         $    1,345         $    1,042
Policy charges and fee income                                         56,382             58,571             59,515
Net investment income                                                 46,324             43,784             43,530
Realized investment gains, net                                         1,707              1,221              3,592
Other income                                                           5,286              4,047              3,900
                                                            ------------------- ------------------ ------------------

TOTAL REVENUES                                                       110,804            108,968            111,579
                                                            ------------------- ------------------ ------------------

BENEFITS AND EXPENSES

Policyholders' benefits                                               33,999             28,653             26,331
Interest credited to policyholders' account balances                  19,372             20,069             21,364
General, administrative and other expenses                            27,236             12,848             21,881
                                                            ------------------- ------------------ ------------------

TOTAL BENEFITS AND EXPENSES                                           80,607             61,570             69,576
                                                            ------------------- ------------------ ------------------

Income from operations before income taxes                            30,197             47,398             42,003
                                                            ------------------- ------------------ ------------------

Income taxes
      Current                                                         13,279             12,682             15,248
      Deferred                                                        (2,305)             2,929               (246)
                                                            ------------------- ------------------ ------------------

Total income taxes                                                    10,974             15,611             15,002
                                                            ------------------- ------------------ ------------------

NET INCOME                                                         $  19,223          $  31,787          $  27,001
                                                            =================== ================== ==================


</TABLE>






                        See Notes to Financial Statements

                                       B-2
<PAGE>


PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995 (IN THOUSANDS)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                                        NET UNREALIZED            TOTAL
                                                                           RETAINED       INVESTMENT          STOCKHOLDER'S
                                  COMMON STOCK    PAID-IN-CAPITAL          EARNINGS          GAINS               EQUITY
                              ----------------    ----------------      ------------    -------------        --------------

<S>                                     <C>              <C>               <C>               <C>                  <C>              
BALANCE, JANUARY 1, 1995                $2,000            $125,000          $107,426         $(11,189)             $223,237

  Net income                                --                  --            27,001               --                27,001

  Change in net
   unrealized                                
   investment gains                         --                  --                --           17,777                17,777
                              ----------------    ----------------      ------------    -------------        --------------

BALANCE, DECEMBER 31, 1995               2,000             125,000           134,427            6,588               268,015

  Net income                                --                  --            31,787               --                31,787

  Change in net
   unrealized
   investment gains                         --                  --                --           (4,556)              (4,556)
                              ----------------    ----------------      ------------    -------------        --------------

BALANCE,  DECEMBER 31, 1996              2,000             125,000           166,214            2,032               295,246

  Net income                                --                  --            19,223                                 19,223

  Change in net
   unrealized                               --                  --                --              924                   924
   investment gains
                              ----------------    ----------------      ------------    -------------        --------------

BALANCE, DECEMBER 31, 1997              $2,000            $125,000          $185,437         $  2,956              $315,393
                              ================    ================      ============    =============        ==============
</TABLE>



                        See Notes to Financial Statements

                                       B-3
<PAGE>


PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995 (IN THOUSANDS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>


                                                                             1997             1996            1995
                                                                      --------------- --------------- --------------
<S>                                                                         <C>             <C>            <C>     
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                  $  19,223       $  31,787      $  27,001
Adjustments to reconcile net income to net cash provided by
     operating activities:
     Policy charges and fee income                                             (7,841)         (9,963)       (11,931)
     Interest credited to policyholders' account balances                      19,372          20,069         21,364
     Net decrease (increase) in Separate Accounts                               1,629          (1,335)           260
     Realized investment gains, net                                            (1,707)         (1,221)        (3,592)
     Amortization and other non-cash items                                        521           8,908         (6,839)
     Change in:
         Future policy benefits and other policyholders' liabilities            7,414           8,618            900
         Accrued investment income                                             (1,167)         (1,329)          (317)
         Policy loans                                                         (13,388)        (15,724)       (12,917)
         Payable to affiliates                                                 (1,752)          4,300           (982)
         Deferred policy acquisition costs                                      5,340         (10,934)         9,074
         Income taxes payable                                                  10,993           1,970          8,328
         Deferred income tax liability                                         (1,987)            366          3,460
         Other, net                                                             2,812           4,669          1,024
                                                                      --------------- --------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES                                           39,462          40,181         34,833
                                                                      --------------- --------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Proceeds from the sale/maturity of:
         Fixed maturities:
             Available for sale                                               645,355         901,775        553,681
     Payments for the purchase of:
         Fixed maturities:
             Available for sale                                              (679,709)       (956,483)      (522,757)
     Cash collateral for loaned securities, net                                33,663               -              -
     Short term investments, net                                              (35,461)         28,306         (3,613)
                                                                      --------------- --------------- --------------
CASH FLOWS (USED IN) FROM INVESTING ACTIVITIES                                (36,152)        (26,402)        27,311
                                                                      --------------- --------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Policyholders' account balances:
          Deposits                                                            134,020          16,754         18,348
          Withdrawals                                                        (141,255)        (26,605)       (80,509)
                                                                      --------------- --------------- --------------
CASH FLOWS USED IN FINANCING ACTIVITIES                                        (7,235)         (9,851)       (62,161)
                                                                      --------------- --------------- --------------
     Net (decrease) increase in Cash                                           (3,925)          3,928            (17)
     Cash, beginning of year                                                    3,928               -             17
                                                                      --------------- --------------- --------------
CASH, END OF YEAR                                                            $      3       $   3,928       $      -
                                                                      =============== =============== ==============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
      Income taxes paid                                                      $  1,896       $  11,673       $  7,900
                                                                      =============== =============== ==============


</TABLE>







                        See Notes to Financial Statements

                                       B-4
<PAGE>

PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

NOTES TO FINANCIAL STATEMENTS

- --------------------------------------------------------------------------------

1. BUSINESS

Pruco Life Insurance Company of New Jersey (the Company) is a stock life
insurance company organized in 1982 under the laws of the state of New Jersey.
It is licensed to sell individual life insurance and deferred annuities only in
the states of New Jersey and New York.

The Company is a wholly owned subsidiary of Pruco Life Insurance Company (Pruco
Life), a stock life insurance company organized in 1971 under the laws of the
state of Arizona. Pruco Life, in turn, is a wholly owned subsidiary of The
Prudential Insurance Company of America (Prudential), a mutual insurance company
founded in 1875 under the laws of the state of New Jersey. Pruco Life intends to
make additional capital contributions to the Company as it is needed to enable
it to meet its reserve requirements and expenses in connection with its
business. Generally, Pruco Life is under no obligation to make such
contributions and its assets do not back the benefits payable under the
Contracts.

The only reportable industry segment of the Company is "Life Insurance."

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION 
The financial statements include the accounts of Pruco Life Insurance Company of
New Jersey, a stock life insurance company. The financial statements have been
prepared in accordance with generally accepted accounting principles ("GAAP").

USE OF ESTIMATES
The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the period. Actual results could differ from those estimates.

INVESTMENTS
FIXED MATURITIES classified as "available for sale" are carried at estimated
fair value. The amortized cost of fixed maturities are written down to estimated
fair value when considered impaired and the decline in value is considered to be
other than temporary. Unrealized gains and losses on fixed maturities "available
for sale", net of income tax, the effect on deferred policy acquisition costs
and participating annuity contracts that would result from the realization of
unrealized gains and losses are included in a separate component of equity, "Net
unrealized investment gains."

POLICY LOANS are carried at unpaid principal balances.

SHORT-TERM INVESTMENTS, including highly liquid debt instruments purchased with
an original maturity of twelve months or less, are carried at amortized cost,
which approximates fair value.

REALIZED INVESTMENT GAINS, NET, are computed using the specific identification
method. Costs of fixed maturity are adjusted for impairments considered to be
other than temporary.

CASH 
Cash includes cash on hand.

DEFERRED POLICY ACQUISITION COSTS

The costs which vary with and that are related primarily to the production of
new insurance business are deferred to the extent such costs are deemed
recoverable from future profits. Such costs include certain commissions, costs
of policy issuance and underwriting, and certain variable field office expenses.
Deferred policy acquisition costs are subject to recoverability testing at the
time of policy issue and loss recognition testing at the end of each accounting
period. Deferred policy acquisition costs are adjusted for the impact of
unrealized gains or losses on investments as if these gains or losses had been
realized, with corresponding credits or charges included in equity.

Acquisition costs related to interest-sensitive life products and
investment-type contracts are deferred and amortized in proportion to total
estimated gross profits arising principally from investment results, mortality
and expense margins and surrender charges based on historical and anticipated
future experience. Amortization periods range from 15 to 30 years. Amortization
of deferred policy acquisition costs was $14,176 thousand, $(2,183) thousand,
and $8,918 thousand for the years ended December 31, 1997, 1996, and 1995,
respectively. Deferred policy acquisition costs are analyzed to determine if
they are recoverable from future income, including investment income. If such
costs are determined to be unrecoverable, they are expensed at the time of
determination. The effect of revisions to estimated gross


                                       B-5
<PAGE>


PRUCO LIFE INSURANCE OF NEW JERSEY

NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

profits on unamortized deferred acquisition costs is reflected in earnings in
the period such estimated gross profits are revised.

FUTURE POLICY BENEFITS AND POLICYHOLDERS' ACCOUNT BALANCES
Future policy benefits includes reserves for annuities in payout status as well
as reserves for riders and supplemental benefits. Reserves for annuities in
payout status are generally calculated as the present value of estimated future
benefit payments and related expenses, using interest rates ranging from 6.5% to
8.75% The mortality assumption is generally the 1983 Individual Annuity
Mortality Table. Reserves for riders and supplemental benefits are calculated
using rates ranging from 2.5% to 7.25% and various mortality and morbidity
tables derived from company or industry experience.

For the above categories, premium deficiency reserves are established, if
necessary, when the liabilities for future policy benefits plus the present
value of expected future gross premiums are insufficient to provide for expected
future policy benefits and expenses.

Policyholders' account balances for interest-sensitive life and investment-type
contracts are equal to the policy account values. The policy account values
represent an accumulation of gross premium payments plus credited interest, less
expense and mortality charges and withdrawals. Interest crediting rates on life
insurance products range from 4.2% to 6.5% and on investment-type products range
from 4.0% to 7.0%.

SECURITIES LOANED are recorded at the amount of cash received as collateral. The
Company obtains collateral in an amount equal to 102% of the fair value of the
domestic securities. The Company monitors the market value of securities loaned
on a daily basis with additional collateral obtained as necessary. Non-cash
collateral received is not reflected in the statements of financial position.
Substantially, all of the Company's securities loaned are with large brokerage
firms.

These transactions are used to generate net investment income and facilitate
trading activity. These instruments are short-term in nature (usually 30 days or
less) and are collateralized principally by U.S. Government and mortgage-backed
securities. The carrying amounts of these instruments approximate fair value
because of the relatively short period of time between the origination of the
instruments and their expected realization.

SEPARATE ACCOUNT ASSETS AND LIABILITIES
Separate Account assets and liabilities are reported at estimated fair value and
represent segregated funds which are invested for certain policyholders, pension
funds and other customers. The assets consist of common stocks, fixed
maturities, real estate related securities, and short-term investments. The
assets of each account are legally segregated and are not subject to claims that
arise out of any other business of the Company. Investment risks associated with
market value changes are generally borne by the customers, except to the extent
of minimum guarantees made by the Company with respect to certain accounts. The
investment income and gains or losses for separate accounts generally accrue to
the policyholders and are not included in the Statement of Operations.
Mortality, policy administration and surrender charges on the accounts are
included in "Policy charges and fee income."

Separate Accounts represent funds for which investment income and investment
gains and losses accrue directly to, and investment risk is borne by, the
policyholders, with the exception of the Pruco Life of New Jersey Modified
Guaranteed Annuity Account. The Pruco Life of New Jersey Modified Guaranteed
Annuity Account is a non-unitized separate account, which funds the Modified
Guaranteed Annuity Contract and the Market Value Adjustment Annuity Contract.
Owners of the Pruco Life of New Jersey Modified Guaranteed Annuity and the
Market Value Adjustment Annuity Contracts do not participate in the investment
gain or loss from assets relating to such accounts. Such gain or loss is borne,
in total, by the Company.

INSURANCE REVENUE AND EXPENSE RECOGNITION
Amounts received as payment for interest sensitive life, investment contracts
and deferred annuities are reported as deposits to "Policyholders' account
balances". Revenues from these contracts are reflected as "Policy charges and
fee income" and consist primarily of fees assessed during the period against the
policyholders' account balances for mortality charges, policy administration
charges, surrender charges, and interest earned from the investment of these
account balances. Benefits and


                                       B-6
<PAGE>

PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

NOTES TO FINANCIAL STATEMENTS

- --------------------------------------------------------------------------------

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

expenses for these products include claims in excess of related account
balances, expenses of contract administration, interest credited and
amortization of deferred policy acquisition costs.

DERIVATIVE FINANCIAL INSTRUMENTS
Derivatives include futures subject to market risk, all of which are used by the
Company in other than trading activities. Income and expenses related to
derivatives used to hedge are recorded on the accrual basis on the Statements of
Financial Position. Gains and losses relating to derivatives used to hedge the
risks associated with anticipated transactions are realized in "Realized
investment gains, net." If it is determined that the
transaction will not close, such gains and losses are included in "Realized
investment gains, net."

Derivatives held for purposes other than trading are primarily used to hedge or
reduce exposure to interest rates. Additionally, other than trading derivatives
are used to change the characteristics of the Company's asset/liability mix
consistent with the Company's risk management activities.

INCOME TAXES
The Company is a member of a group of affiliated companies which join in filing
a consolidated federal income tax return in addition to separate company state
and local tax returns. Pursuant to the tax allocation arrangement, total federal
income tax expense is determined on a separate company basis. Members with
losses record tax benefits to the extent such losses are recognized in the
consolidated federal tax provision. Deferred income taxes are generally
recognized, based on enacted rates, when assets and liabilities have different
values for financial statement and tax reporting purposes. A valuation
allowance is recorded to reduce a deferred tax asset to that portion which
management believes is more likely than not to be realized.

NEW ACCOUNTING PRONOUNCEMENTS
In June 1996, the Financial Accounting Standards Board ("FASB") issued the
Statement of Financial Accounting Standards ("SFAS") No. 125, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities"
("SFAS 125"). The statement provides accounting and reporting standards for
transfers and servicing of financial assets and extinguishments of liabilities
and provides consistent standards for distinguishing transfers of financial
assets that are sales from transfers that are secured borrowings. SFAS 125
became effective January 1, 1997 and is to be applied prospectively. Subsequent
to June 1996, FASB issued SFAS No. 127 "Deferral of the Effective Date of
Certain Provisions of SFAS 125" ("SFAS 127"). SFAS 127 delays the implementation
of SFAS 125 for one year for certain provisions, including repurchase
agreements, dollar rolls, securities lending and similar transactions. The
Company will delay implementation with respect to those affected provisions.
Adoption of SFAS 125 has not, and will not have a material impact on the
Company's results of operations, financial condition and liquidity.

In June of 1997, FASB issued SFAS No. 130, "Reporting Comprehensive Income,"
which is effective for years beginning after December 15, 1997. This statement
defines comprehensive income as "the change in equity of a business enterprise
during a period from transactions and other events and circumstances from
non-owner sources, excluding investments by owners and distributions to owners"
and establishes standards for reporting and displaying comprehensive income and
its components in financial statements. The statement requires that the Company
classify items of other comprehensive income by their nature and display the
accumulated balance of other comprehensive income separately from retained
earnings in the equity section of the Statements of Financial Position. In
addition, reclassification of financial statements for earlier periods must be
provided for comparative purposes.

RECLASSIFICATIONS
Certain amounts in the prior years have been reclassified to conform to current
year presentations.



                                       B-7
<PAGE>


PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

NOTES TO FINANCIAL STATEMENTS

- --------------------------------------------------------------------------------

3.  INVESTMENTS


FIXED MATURITIES
The following tables provide additional information relating to fixed maturities
as of December 31:

<TABLE>
<CAPTION>


                                                                          1997
                                          --------------------------------------------------------------------
                                                                 Gross            Gross          Estimated
                                             Amortized        Unrealized       Unrealized           Fair
                                                Cost             Gains           Losses            Value
                                          ---------------  ----------------  --------------  ------------------
                                                                     (In Thousands)       
<S>                                         <C>                <C>               <C>            <C> 
FIXED MATURITIES AVAILABLE FOR SALE                                                          
U.S. Treasury securities and obligations                                                     
   of U.S. government corporations                                                           
          and agencies                      $  42,885          $    340          $   3          $   43,222
                                                                                             
                                                                                             
                                                                                             
Foreign government bonds                       38,332               551             --              38,883
                                                                                             
Corporate securities                          503,892             6,545            181             510,256
                                          --------------  -----------------  --------------  ------------------
Total fixed maturities available for sale   $ 585,109          $  7,436          $ 184          $  592,361
                                          ==============  =================  ==============  ==================
</TABLE>                                                      
                                                           
<TABLE>                                                    
<CAPTION>                                                  
                                                           
                                                           
                                                           
                                                                          1996
                                          --------------------------------------------------------------------
                                                                 Gross            Gross          Estimated
                                             Amortized        Unrealized       Unrealized           Fair
                                                Cost             Gains           Losses            Value
                                          --------------  -----------------  --------------  ------------------
                                                                      (In Thousands)       
<S>                                         <C>                <C>               <C>              <C> 
FIXED MATURITIES AVAILABLE FOR SALE                                                            
U.S. Treasury securities and obligations                                                       
   of U.S. government corporations                                                             
          and agencies                      $  29,386          $      1          $   174        $   29,213
                                                                                               
                                                                                               
Foreign government bonds                       38,853               420               52            39,221
                                                                                               
Corporate securities                          483,439             5,108            1,133           487,414
                                                                                               
Mortgage-backed securities                         50                --               --                50
                                          --------------  -----------------  --------------  ------------------
Total fixed maturities available for sale   $ 551,728          $  5,529          $ 1,359        $  555,898
                                          ==============  =================  ==============  ==================
</TABLE>                                                        



                                       B-8
<PAGE>

PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

NOTES TO FINANCIAL STATEMENTS

- --------------------------------------------------------------------------------

3.  INVESTMENTS (continued)

The amortized cost and estimated fair value of fixed maturities, categorized by
contractual maturity at December 31, 1997, are shown below:

                                               AVAILABLE FOR SALE
                                        ----------------------------------
                                                            ESTIMATED FAIR
                                         AMORTIZED COST         VALUE
                                        ----------------- -----------------
                                                 (IN THOUSANDS)

Due in one year or less                      $  28,866        $  28,987

Due after one year through five years          460,874          465,687

Due after five years through ten years          83,430           85,481

Due after ten years                             11,939           12,206
                                        ----------------- ----------------

Total                                        $ 585,109        $ 592,361
                                        ================= ================


Actual maturities will differ from contractual maturities because issuers have
the right to call or prepay obligations.

Proceeds from the sale of fixed maturities available for sale during 1997, 1996,
and 1995 were $635,355 thousand, $854,758 thousand and $525,672 thousand,
respectively. Gross gains of $2,898 thousand, $3,942 thousand, and $6,349
thousand and gross losses of $1,191 thousand, $3,839 thousand, and $3,018
thousand were realized on those sales during 1997, 1996, and 1995, respectively.
Proceeds from maturities of fixed maturities available for sale during 1997,
1996, and 1995 were $10,000 thousand, $47,017 thousand, and $28,009 thousand,
respectively.

The following table describes the amortized cost and estimated fair value of
fixed maturity securities by agency rating equivalent as of December 31, 1997:

                                               AVAILABLE FOR SALE
                                        ----------------------------------
                                                            ESTIMATED FAIR
                                         AMORTIZED COST         VALUE
                                        ----------------- -----------------
                                                 (IN THOUSANDS)

AAA/AA/A                                     $ 310,409        $ 313,746

BBB                                            254,084          257,024

BB                                              20,616           21,591
                                        ----------------- ----------------

      Total                                  $ 585,109        $ 592,361
                                        ================= ================

SPECIAL DEPOSITS
Fixed maturities of $460 thousand and $459 thousand at December 31, 1997 and
1996, respectively, were on deposit with governmental authorities or trustees as
required by certain insurance laws.


                                       B-9
<PAGE>

PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

NOTES TO FINANCIAL STATEMENTS

- --------------------------------------------------------------------------------

3.  INVESTMENTS (continued)

INVESTMENT INCOME AND INVESTMENT GAINS AND LOSSES

NET INVESTMENT INCOME arose from the following sources for the years ended
December 31:

<TABLE>
<CAPTION>

                                                      1997             1996              1995
                                               ----------------- ----------------- -----------------
                                                                   (In Thousands)

<S>                                                   <C>                <C>               <C>    
Fixed maturities - available for sale                 $37,563            $36,193           $36,861
Policy loans                                            6,596              5,761             5,029
Short-term investments                                  3,023              2,504             2,290
Other                                                     333                 28                51
                                               ----------------- ----------------- -----------------
Gross investment income                                47,515             44,486            44,231
Less investment expenses                               (1,191)              (702)             (701)
                                               ----------------- ----------------- -----------------
Net investment income                                 $46,324            $43,784           $43,530
                                               ================= ================= =================

</TABLE>


REALIZED INVESTMENT GAINS, NET, including charges for other than temporary
reductions in value, for the years ended December 31, were from the following
sources:

<TABLE>
<CAPTION>

                                                        1997                      1996                      1995
                                               ----------------------- ----------------------------  -----------------
                                                                             (In Thousands)
<S>                                                       <C>                     <C>                    <C>      
Fixed maturities - available for sale
Realized investment gains                                 $   2,898               $   5,232              $   6,785
Realized investment losses                                   (1,191)                 (4,011)                (3,193)
                                               ----------------------- ----------------------------  -----------------
Realized investment gains, net                            $   1,707               $   1,221              $   3,592
                                               ======================= ============================  =================
</TABLE>



NET UNREALIZED INVESTMENT GAINS are included in the statements of financial
position as a component of equity net of tax. Changes in these amounts for the
years ended December 31, are as follows:

<TABLE>
<CAPTION>

                                                         1997                     1996                     1995
                                               ----------------------- ----------------------------  -----------------
                                                                             (In Thousands)

<S>                                                       <C>                    <C>                     <C>       
 Balance, beginning of year                               $   2,032              $   6,588               $ (11,189)
 Changes in unrealized investment gains
 (losses) attributable to:
      Fixed maturities                                        3,082                (11,222)                 32,875
      Participating group annuity contracts                     332                 (1,175)                  1,387
      Deferred policy acquisition costs                      (2,170)                 5,277                  (6,486)
      Deferred federal income taxes                            (320)                 2,564                  (9,999)
                                               ----------------------- ----------------------------  -----------------
 Balance, end of year                                     $   2,956              $   2,032               $   6,588
                                               ======================= ============================  =================

</TABLE>



                                       B-10
<PAGE>

PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

NOTES TO FINANCIAL STATEMENTS

- --------------------------------------------------------------------------------

4. INCOME TAXES

The components of income taxes for the years ended December 31, are as follows:

<TABLE>
<CAPTION>
                                                                1997              1996               1995
                                                      ------------------- -------------------- ----------------
                                                                             (In Thousands)
<S>                                                            <C>                   <C>               <C>    
     Current tax expense
        U.S.                                                   $12,880               $13,589           $13,868
        State and local                                            399                  (907)            1,380
                                                     ------------------- -------------------- -----------------
        Total                                                   13,279                12,682            15,248
                                                     ------------------- -------------------- -----------------

     Deferred tax expense (benefit):
        U.S.                                                    (2,305)                2,848              (239)
        State and local                                             --                    81                (7)
                                                     ------------------- -------------------- -----------------
        Total                                                   (2,305)                2,929              (246)
                                                     ------------------- -------------------- -----------------

     Total income tax expense                                  $10,974               $15,611           $15,002
                                                     =================== ==================== =================
</TABLE>


The Company's income tax expense for the years ended December 31, differs from
the amount computed by applying the expected federal income tax rate of 35% to
income from operations before income taxes for the following reasons:

<TABLE>
<CAPTION>

                                                            1997                  1996                 1995
                                                     ------------------- -------------------- -----------------
                                                                             (In Thousands)
<S>                                                            <C>                   <C>               <C>    
     Expected federal income tax expense                       $10,569               $16,589           $14,702
     State income taxes                                            259                  (826)            1,373
     Other                                                         146                  (152)           (1,073)
                                                     ------------------- -------------------- -----------------
     Total income tax expense                                  $10,974               $15,611           $15,002
                                                     =================== ==================== =================

</TABLE>


                                       B-11
<PAGE>

PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

NOTES TO FINANCIAL STATEMENTS

- --------------------------------------------------------------------------------


4.  INCOME TAXES (continued)

Deferred tax assets and liabilities at December 31, resulted from the items
listed in the following table:
<TABLE>
<CAPTION>

                                                  1997                        1996
                                           --------------------        --------------------
     Deferred income tax assets                           (In Thousands)
<S>                                                  <C>                         <C>   
          Insurance reserves                         $ 6,260                     $ 6,189
          Other                                          615                           -
                                           --------------------        --------------------
          Total deferred income tax assets             6,875                       6,189
                                           --------------------        --------------------

     Deferred income tax liabilities
          Deferred acquisition costs                  25,429                      28,424
          Net investment gains                         3,634                       1,940
                                           --------------------        --------------------
          Deferred income tax liabilities             29,063                      30,364
                                           --------------------        --------------------
          Total deferred federal tax 
          liabilities                                $22,188                     $24,175
                                           ====================        ====================
                                           
</TABLE>


Management believes that based on its historical pattern of taxable income, the
Company will produce sufficient income in the future to realize its deferred tax
assets after valuation allowance. Adjustments to the valuation allowance will be
made if there is a change in management's assessment of the amount of the
deferred tax assets that are realizable.

The Internal Revenue Service (the "Service") has completed examinations of the
consolidated federal income tax returns through 1989. The Service has examined
the years 1990 through 1992. Discussions are being held with the Service with
respect to proposed adjustments. However, management believes there are adequate
defenses against, or sufficient reserves to provide for, such adjustments. The
Service has begun their examination of the years 1993 through 1995.

5. REINSURANCE

The Company assumes and cedes reinsurance with Prudential. The effect of the
reinsurance for the years ended December 31, is summarized as follows:

                                       1997          1996         1995
                                       ----         ------       ------
                                               (In Thousands)
Life insurance premiums
Gross Amount                          $1,117        $1,345       $1,053
Ceded to other companies                 (12)          --           (11)
                                      ------        ------       ------
Net amount                            $1,105        $1,345       $1,042
                                      ======        ======       ======
                                                           


                                       1997          1996         1995
                                       ----         ------       ------
                                                (In Thousands)
Life insurance in force
Gross Amount                       $8,325,544    $8,599,647    $8,873,763
Ceded to other companies               (1,808)       (1,831)       (1,818)
                                   ----------    ----------    ----------
Net amount                         $8,323,736    $8,597,816    $8,871,945
                                   ==========    ==========    ==========


                                       B-12
<PAGE>

PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

NOTES TO FINANCIAL STATEMENTS

- --------------------------------------------------------------------------------



6. EQUITY

RECONCILIATION OF STATUTORY SURPLUS AND NET INCOME
Accounting practices used to prepare statutory financial statements for
regulatory purposes differ in certain instances from GAAP. The following table
reconciles the Company's statutory net income and surplus as of and for the
years ended December 31, determined in accordance with accounting practices
prescribed or permitted by the New Jersey Department of Banking and Insurance
with net income and equity determined using GAAP.

<TABLE>
<CAPTION>

                                                              1997                  1996                  1995
                                                         ------------------   ------------------   ------------------
                                                                              (In Thousands)
<S>                                                           <C>                   <C>                  <C>        
STATUTORY NET INCOME                                          $  18,306             $  24,774          $    25,567

Adjustments to reconcile to net income on a GAAP basis:
     Deferred acquisition costs                                  (3,170)                5,656               (2,589)
     Deferred premium                                               198                   221                  (58)
     Insurance liabilities                                        2,324                 4,784                2,286
     Deferred taxes                                               1,708                (2,883)                 510
     Valuation of investments                                      (143)                 (765)               1,285
                                                         ------------------   ------------------   ------------------
GAAP NET INCOME                                               $  19,223             $  31,787          $    27,001
                                                         ==================   ==================   ==================

</TABLE>

<TABLE>
<CAPTION>

                                                                     1997                   1996
                                                              --------------------   --------------------
                                                                              (In Thousands)
<S>                                                                  <C>                     <C>       
STATUTORY SURPLUS                                                    $ 235,958               $ 216,019

Adjustments to reconcile to equity on a GAAP basis:
     Valuation of investments                                           18,540                  17,768
     Deferred acquisition costs                                        101,625                 106,965
     Deferred premium                                                   (2,007)                 (2,205)
     Insurance liabilities                                             (10,726)                (21,501)
     Deferred taxes                                                    (28,238)                (21,829)
     Other, net                                                            241                      29
                                                              --------------------   --------------------
GAAP STOCKHOLDER'S EQUITY                                            $ 315,393               $ 295,246
                                                              ====================   ====================
</TABLE>



The New York State Insurance Department ("Department") recognizes only statutory
accounting for determining and reporting the financial condition of an insurance
company, for determining its solvency under the New York Insurance Law and for
determining whether its financial condition warrants the payment of a dividend
to its stockholders. No consideration is given by the Department to financial
statements prepared in accordance with GAAP in making such determinations.





                                       B-13
<PAGE>

PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

NOTES TO FINANCIAL STATEMENTS

- --------------------------------------------------------------------------------

7. FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair values presented below have been determined using available information
and valuation methodologies. Considerable judgment is applied in interpreting
data to develop the estimates of fair value. Accordingly, such estimates
presented may not be realized in a current market exchange. The use of different
market assumptions and/or estimation methodologies could have a material effect
on the estimated fair values. The following methods and assumptions were used in
calculating the fair values (for all other financial instruments presented in
the table, the carrying value approximates fair value).

FIXED MATURITIES
Fair values for fixed maturities are based on quoted market prices or estimates
from independent pricing services.

POLICY LOANS
The estimated fair value of policy loans is calculated using a discounted cash
flow model based upon current U.S. Treasury rates and historical loan
repayments.

DERIVATIVE FINANCIAL INSTRUMENTS
The fair value of futures is estimated based on market quotes for transactions
with similar terms.

The following table discloses the carrying amounts and estimated fair values of
the Company's financial instruments at December 31,:

<TABLE>
<CAPTION>


                                                    1997                                       1996
                                                            ESTIMATED                                     ESTIMATED
                                    CARRYING VALUE         FAIR VALUE              CARRYING VALUE        FAIR VALUE
                                    ------------------ ------------------        ------------------ -------------------
                                                                    (In Thousands)
<S>                                      <C>                 <C>                     <C>                 <C>      
Financial Assets:
     Fixed maturities  available for 
     sale                                $ 592,361           $ 592,361               $ 555,898           $ 555,898
     Policy loans                          127,306             126,262                 113,918             110,262
     Short-term investments                 52,464              52,464                  17,002              17,002
     Cash                                        3                   3                   3,928               3,928
     Separate Accounts assets            1,110,561           1,110,561                 883,261             883,261

Financial Liabilities:
     Policyholders'
        account balances                 $ 379,744           $ 379,744               $ 375,448           $ 375,448
     Cash collateral for loaned 
        securities                          33,663              33,663                       -                   -

     Separate Accounts liabilities       1,108,994           1,108,994                 880,065             880,065
     Derivatives                                83                  83                       -                   -
</TABLE>


                                       B-14
<PAGE>


PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

NOTES TO FINANCIAL STATEMENTS

- --------------------------------------------------------------------------------

8. DERIVATIVE

DERIVATIVE FINANCIAL INSTRUMENTS
The fair value of liability positions in future instruments, which represents
the Company's current exposure to credit loss from other parties'
non-performance, was $83 thousand at December 31, 1997. This includes the
estimated fair values of outstanding derivative positions only and does not
include the fair values of associated financial and non-financial assets and
liabilities, which generally offset derivative notional amounts. The fair value
amounts presented also do not reflect the netting of amounts pursuant to right
of setoff, qualifying master netting agreements with counterparties or
collateral arrangements.


9. RELATED PARTY TRANSACTIONS

SERVICE AGREEMENTS
Prudential, Pruco Life, and Pruco Securities Corporation, an indirect
wholly-owned subsidiary of Prudential, operate under service and lease
agreements whereby services of officers and employees, supplies, use of
equipment and office space are provided. The net cost of these services
allocated to the Company were $16,210 thousand, $12,223 thousand and $15,947
thousand for the years ended December 31, 1997, 1996, and 1995, respectively.

REINSURANCE

The Company currently has a reinsurance agreement in place with Prudential (the
reinsurer). The reinsurance agreement is a yearly renewable term agreement in
which the Company may offer and the reinsurer may accept reinsurance on any life
in excess of the Company's maximum limit of retention. The Company is not
relieved of its primary obligation to the policyholder as a result of these
reinsurance transactions. These agreements had no material effect on net income
for the years ended December 31, 1997, 1996, and 1995.


10. CONTINGENCIES

Several actions have been brought against the Company on behalf of those persons
who purchased life insurance policies based on complaints about sales practices
engaged in by Prudential, the Company and agents appointed by Prudential and the
Company. Prudential has agreed to indemnify the Company for any and all losses
resulting from such litigation. 

In the normal course of business, the Company is subject to various claims and
assessments. Management believes the settlement of these matters would not have
a material effect on the financial position or results of operations of the
Company.


11. DIVIDENDS

The Company is subject to New Jersey law which limits the amount of dividends
that insurance companies can pay to stockholders. The maximum dividend which may
be paid in any twelve month period without prior approval of the New Jersey
Commissioner of Insurance is limited to the greater of 10% of statutory surplus
as of December 31 of the preceding year or the net gain from operations of the
preceding calendar year. Cash dividends may only be paid out of surplus derived
from realized net profits. Based on these limitations and the Company's surplus
position at December 31, 1997, the Company would be permitted a maximum of
$23,396 thousand in dividend distributions in 1998, all of which could be paid
in cash, without approval from The State of New Jersey Department of Insurance.





                                      B-15


<PAGE>

                        Report of Independent Accountants
                        ---------------------------------


To the Board of Directors of
Pruco Life Insurance Company of New Jersey

In our opinion, the accompanying statements of financial position and the
related statements of operations, of changes in stockholder's equity and of cash
flows present fairly, in all material respects, the financial position of Pruco
Life Insurance Company of New Jersey at December 31, 1997 and 1996, and the
results of their operations and their cash flows for the years then ended in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion express
above.



PRICE WATERHOUSE LLP
New York, New York
March 23, 1998



                                       B-16
<PAGE>

INDEPENDENT AUDITORS' REPORT


To the Board of Directors of
Pruco Life Insurance Company of New Jersey
Newark, New Jersey


We have audited the accompanying statements of operations, changes in
stockholder's equity and cash flows of Pruco Life Insurance Company of New
Jersey for the year ended December 31, 1995. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on the financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, such statements of operations, changes in stockholder's equity,
and cash flows present fairly, in all material respects, the results of
operations and cash flows of Pruco Life Insurance Company of New Jersey for
the year ended December 31, 1995 in conformity with generally accepted
accounting principles.



DELOITTE & TOUCHE LLP
Parsippany, NJ
December 19, 1996


                                       B-17


<PAGE>
                        MARKET-VALUE ADJUSTMENT FORMULA
 
The Market-Value Adjustment, which is applied to withdrawals and transfers made
at any time other than the 30-day period following the end of an interest rate
period, involves three amounts:
 
    1.  The number of whole months remaining in the existing interest rate
       period.
 
    2.  The guaranteed interest rate.
 
    3.  The interpolated value of the interest rates that Pruco Life of New
       Jersey declares for the number of whole years remaining and the duration
       1 year longer than the number of whole years remaining in the existing
       interest rate period.
 
Stated as a formula, the Market Value Factor is equal to:
 
(M/12) x (R-C), not to exceed +0.40 or be less than -0.40;
 
Where,
 
M = the number of whole months (not to be less than one) remaining in the
    interest rate period.
 
R = the Contract's guaranteed interest rate expressed as a decimal. Thus 6.2% is
    converted to 0.062.
 
C = the interpolated value of the interest rates, expressed as a decimal, that
    Pruco Life of New Jersey declares for the number of whole years remaining
    and the duration 1 year longer than the number of whole years remaining as
    of the date the request for a withdrawal or transfer is received or m/365 x
    (n + 1) year rate + (365-m)/365 x n year rate, where 'n' equals years and
    'm' equals days remaining in year 'n' of the existing interest rate period.
 
The Market-Value Adjustment is then equal to the Market Value Factor multiplied
by the amount subject to a Market-Value Adjustment.
 
The steps below explain how a Market-Value Adjustment is calculated.
 
    STEP 1: Divide the number of whole months left in the existing interest rate
    period (not to be less than one) by 12.
 
    STEP 2: Interpolate the interest rates Pruco Life of New Jersey declares on
    the date the request for withdrawal or transfer is received for the duration
    of years equal to the whole number of years determined in Step 1, plus the
    whole number of years plus 1 additional year.
 
    STEP 3: Subtract this interpolated interest rate from the guaranteed
    interest rate. The result could be negative.
 
    STEP 4: Multiply the results of Step 1 and Step 2. Again, the result could
    be negative. If the result is less than
    -0.4, use the value -0.4. If the result is in between -0.4 and 0.4, use the
    actual value. If the result is more than 0.4, use the value 0.4.
 
    STEP 5: Multiply the result of Step 3 (which is the Market Value Factor) by
    the value of the amount subject to a Market-Value Adjustment. The result is
    the Market-Value Adjustment.
 
    STEP 6: The result of Step 4 is added to the interest cell. If the
    Market-Value Adjustment is positive, the interest cell will go up in value.
    If the Market-Value Adjustment is negative, the interest cell will go down
    in value.
 
Depending upon when the withdrawal request is made, a withdrawal charge may
apply.
 
                                      C-1
<PAGE>
The following example will illustrate the application of a Market-Value
Adjustment and the determination of the withdrawal charge. Suppose a Contract
owner made two invested purchase payments, the first in the amount of $10,000 on
December 1, 1995, all of which was allocated to the Equity Subaccount, and the
second in the amount of $5,000 on October 1, 1997, all of which was allocated to
the MVA Option with a guaranteed interest rate of 8% (0.08) for 7 years. A
request for withdrawal of $8,500 is made on February 1, 2000 (the Contract owner
does not provide any withdrawal instructions). On that date the amount in the
Equity Subaccount is equal to $12,000 and the amount in the interest cell with a
maturity date of September 30, 2004 is $5,985.23, so that the Contract Fund on
that date is equal to $17,985.23.
 
On February 1, 2000, the interest rates declared by Pruco Life of New Jersey for
the durations 4 and 5 years (4 whole years remaining until September 30, 2004,
plus 1 year) are 10.8% and 11.4%, respectively.
 
The following computations would be made:
 
1.  Calculate the Contract Fund value as of the effective date of the
    transaction. This would be $17,985.23.
 
2.  Calculate the charge-free amount (the amount of the withdrawal that is not
    subject to a withdrawal charge).
 
<TABLE>
<CAPTION>
                       DATE      PAYMENT       FREE
                    ----------  ----------  ----------
                    <S>         <C>         <C>
                     12/1/95    $  10,000   $    1,000
                     12/1/96                $    2,000
                     10/1/97    $   5,000   $    2,500
                     12/1/97                $    4,000
                     12/1/98                $    5,500
                     12/1/99                $    7,000
</TABLE>
 
    The charge-free amount in the fifth Contract year is 10% of $15,000 (total
    purchase payments) plus $5,500 (the charge-free amount available in the
    fourth Contract year) for a total of $7,000.
 
3.  Since the withdrawal request is in the fifth Contract year, a 3% withdrawal
    charge rate applies to any portion of the withdrawal which is not
    charge-free.
 
<TABLE>
               <C>         <S>
                $8,500.00  requested withdrawal amount
               -$7,000.00  charge-free
               ----------
                $1,500.00  additional amount needed to complete withdrawal
</TABLE>
 
    The Contract provides that the Contract Fund will be reduced by an amount
    which, when reduced by the withdrawal charge, will equal the amount
    requested. Therefore, in order to produce the amount needed to complete the
    withdrawal request ($1,500), we must "gross-up" that amount, before applying
    the withdrawal charge rate. This is done by dividing by 1 minus the
    withdrawal charge rate.
 
<TABLE>
                    <S>                                                                     <C>
                    $1,500.00 / (1-.03) =
                    $1,500.00 / 0.97 = $1,546.39 grossed-up amount
</TABLE>
 
    Please note that a 3% withdrawal charge on this grossed-up amount reduces it
    to $1,500, the balance needed to complete the request.
 
<TABLE>
          <C>         <S>
          $ 1,546.39  grossed-up amount
            X    .03  withdrawal charge rate
          ----------
          $    46.39  withdrawal charge
</TABLE>
 
4.  The Market Value Factor is determined as described in steps 1 through 5,
    above. In this case, it is equal to 0.08 (8% is the guaranteed rate in the
    existing cell) minus 0.11 (11% is the interpolated value for the interest
    rates that would be offered for interest cells with durations of whole years
    remaining and whole year plus 1
 
                                      C-2
<PAGE>
    remaining in the existing interest rate period), which is -0.03, multiplied
    by 4.58333 (55 months remaining until September 30, 2004, divided by 12) or
    -0.13750. Thus, there will be a negative Market-Value Adjustment of
    approximately 14% of the amount in the interest cell that is subject to the
    adjustment.
 
<TABLE>
          <S>              <C>         <C>
          -0.13750 X
          $5,985.23 =         -822.97  negative MVA
                            $5,985.23  unadjusted value
                           ----------
                            $5,162.26  adjusted value
                           $12,000.00  Equity value
                           ----------
                                       adjusted Contract
                           $17,162.26  Fund
</TABLE>
 
5.  The total amount to be withdrawn, $8,546.39, (sum of the surrender charge,
    $46.39, and the requested withdrawal amount of $8,500) is apportioned over
    all accounts making up the Contract Fund following the Market-Value
    Adjustments, if any, associated with the MVA option.
 
<TABLE>
          <S>         <C>                                     <C>
          Equity         ($ 12,000 / $17,162.26)X$8,546.39 =  $ 5,975.71
          7-Yr MVA      ($5,162.26 / $17,162.26)X$8,546.39 =  $ 2,570.68
                                                              ----------
                                                              $ 8,546.39
</TABLE>
 
6.  The adjusted value of the interest cell, $5,162.26, reduced by the
    withdrawal of $2,570.68 leaves $2,591.58. This amount must be "unadjusted"
    by dividing it by 0.86250 (1 plus the Market-Value Adjustment of -0.13750)
    to determine the amount remaining in the interest cell to which the
    guaranteed interest rate of 8% will continue to be credited until September
    30, 2004 or a subsequent withdrawal. That amount is $3,004.73.
 
                                      C-3
<PAGE>
                             - FLEXIBLE PREMIUM VARIABLE ANNUITY
                              ACCOUNT
 
                             - THE PRUDENTIAL SERIES FUND, INC
 
                             - AIM VARIABLE INSURANCE FUNDS, INC.
 
                             - JANUS ASPEN SERIES
 
                             - MFS VARIABLE INSURANCE TRUST
 
                             - OCC ACCUMULATION TRUST
 
                             - T. ROWE PRICE EQUITY SERIES, INC.
 
                             - T. ROWE PRICE INTERNATIONAL
                                             SERIES, INC.
 
                             - WARBURG PINCUS TRUST
 
                                         ---------------------------------------
 
                                         ---------------------------------------
 
- --------------------------------------------------------------------------------
                                ------------------------------------------------
 
A Subsidiary of
       [PRUDENTIAL LOGO]
 
Pruco Life Insurance Company of New Jersey
213 Washington Street
Newark, New Jersey 07102-3777
<PAGE>
                      STATEMENT OF ADDITIONAL INFORMATION
 
   
                                  MAY 1, 1998
    
 
       PRUCO LIFE OF NEW JERSEY FLEXIBLE PREMIUM VARIABLE ANNUITY ACCOUNT
                           VARIABLE ANNUITY CONTRACTS
 
The DISCOVERY SELECT-SM- Annuity Contract* (the "Contract") is an individual
variable annuity contract issued by the Pruco Life Insurance Company of New
Jersey ("Pruco Life of New Jersey"), a stock life insurance company that is an
indirect wholly-owned subsidiary of The Prudential Insurance Company of America
("Prudential") and is funded through the Pruco Life of New Jersey Flexible
Premium Variable Annuity Account (the "Account"). The Contract is purchased by
making an initial purchase payment of $10,000 or more; subsequent payments must
be $1,000 or more.
 
This statement of additional information relates to the Discovery Select-SM-
Annuity Contract available to residents of New York only.
 
   
This statement of additional information is not a prospectus and should be read
in conjunction with the Contract's prospectus, dated May 1, 1998, which is
available without charge upon written request to the Prudential Annuity Service
Center, P.O. Box 14205, New Brunswick, New Jersey 08906-4205, or by telephoning
(888)-PRU-2888.
    
 
   
                               TABLE OF CONTENTS
    
 
   
<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                             ---------
<S>                                                                                                          <C>
OTHER INFORMATION CONCERNING THE ACCOUNT...................................................................          1
PRINCIPAL UNDERWRITER......................................................................................          1
DETERMINATION OF SUBACCOUNT UNIT VALUES....................................................................          1
PERFORMANCE INFORMATION....................................................................................          1
COMPARATIVE PERFORMANCE INFORMATION........................................................................          5
</TABLE>
    
 
   
<TABLE>
<S>                                            <C>
        PRUCO LIFE INSURANCE COMPANY                 PRUDENTIAL ANNUITY SERVICE CENTER
                OF NEW JERSEY                                 P.O. BOX 14205
            213 WASHINGTON STREET                  NEW BRUNSWICK, NEW JERSEY 08906-4205
        NEWARK, NEW JERSEY 07102-2992                    TELEPHONE: (888) PRU-2888
</TABLE>
    
 
* DISCOVERY SELECT is a service mark of Prudential.
 
Catalog No. 40M261Y
<PAGE>
                    OTHER INFORMATION CONCERNING THE ACCOUNT
 
PRINCIPAL UNDERWRITER
 
   
Currently, Pruco Securities Corporation ("Prusec"), an indirect wholly-owned
subsidiary of Prudential which was organized in 1971 under New Jersey law, acts
as the principal underwriter of the Contract. Pruco Life of New Jersey expects
that during the second quarter of 1998 Prusec's responsibilities as principal
underwriter will be assigned to Prudential Investment Management Services LLC
("PIMS"). PIMS, also an indirect wholly-owned subsidiary of Prudential, is a
limited liability corporation organized under Delaware law in 1996. PIMS will
act as principal underwriter under substantially the same terms as Prusec does
currently. Both Prusec and PIMS are registered as broker-dealers under the
Securities Exchange Act of 1934 and are members of the National Association of
Securities Dealers, Inc. The principal business address of both Prusec and PIMS
is 751 Broad Street, Newark, New Jersey 07102-3777.
    
 
   
The Contract is currently sold by registered representatives of the principal
underwriter and may also be sold through other broker-dealers authorized by the
principal underwriter, including broker-dealers otherwise unaffiliated with
Prudential. Registered representatives of such other unaffiliated broker-dealers
may be paid on a different basis than registered representatives of the
principal underwriter or broker-dealers affiliated with Prudential. The maximum
commission that will be paid to the broker-dealer to cover both the individual
representative's commission and other distribution expenses will not exceed 6%
of the purchase payment. In addition, trail commissions based on the size of the
contract Fund may be paid.
    
 
DETERMINATION OF SUBACCOUNT UNIT VALUES
 
The value for each Subaccount Unit is computed as of the end of each "valuation
period" as defined in the prospectus (also referred to in this section as
"business day"). On any given business day the value of a Unit in each
subaccount will be determined by multiplying the value of a Unit of that
subaccount for the preceding business day by the net investment factor for that
subaccount for the current business day. The net investment factor for any
business day is determined by dividing the value of the assets of the subaccount
for that day by the value of the assets of the subaccount for the preceding
business day (ignoring, for this purpose, changes resulting from new purchase
payments and withdrawals), and subtracting from the result the daily equivalent
of the 1.4% annual charge for administrative expenses and mortality and expense
risks. (See CHARGES, FEES, AND DEDUCTIONS in the prospectus.) The value of the
assets of a subaccount is determined by multiplying the number of shares of The
Prudential Series Fund, Inc. or other underlying portfolios (the "Funds") held
by that subaccount by the net asset value of each share and adding the value of
dividends declared by the Funds but not yet paid.
 
PERFORMANCE INFORMATION
 
   
The tables that follow provide performance information for each subaccount
through December 31, 1997. The performance information is based on historical
experience and does not indicate or represent future performance.
    
 
AVERAGE ANNUAL TOTAL RETURN
 
The DISCOVERY SELECT Annuity is a new contract. The returns shown below were
calculated using historical investment returns of the Funds. All fees, expenses
and charges associated with the DISCOVERY SELECT Annuity and the Funds have been
reflected in these returns, as if the Contract had existed from the inception
date of each Funds' portfolios.
 
                                       1
<PAGE>
   
Table 1 below shows the average annual rates of total return on hypothetical
investments of $1,000 for periods ended December 31, 1997 in each subaccount
other than the Money Market Subaccount. These figures assume withdrawal of the
investments at the end of the period other than to effect an annuity under the
Contract. This table assumes deferred sales charges.
    
 
                                    TABLE 1
                          AVERAGE ANNUAL TOTAL RETURN
 
   
<TABLE>
<CAPTION>
                                                                                                      FROM DATE
                                                                                 FIVE        TEN      PORTFOLIO
                                                                    ONE YEAR     YEARS      YEARS    ESTABLISHED
                       FUND                              DATE        ENDED       ENDED      ENDED      THROUGH
                     PORTFOLIO                       ESTABLISHED    12/31/97   12/31/97   12/31/97     12/31/97
- ---------------------------------------------------  ------------  ----------  ---------  ---------  ------------
<S>                                                  <C>           <C>         <C>        <C>        <C>
The Prudential Series Fund
  Diversified Bond Portfolio.......................      6/08/83        2.20%      6.16%      7.68%        8.10%
  High Yield Bond Portfolio........................      2/23/87        7.34%      9.86%      9.11%        7.74%
  Stock Index Portfolio............................     10/19/87       26.12%     18.04%     15.80%       16.24%
  Equity Income Portfolio..........................      2/19/88       29.85%     18.41%     N/A          15.15%
  Equity Portfolio.................................      6/06/83       18.06%     17.64%     15.86%       14.00%
  Prudential Jennison Portfolio....................      5/01/95       25.02%     N/A        N/A          23.82%
  Global Portfolio.................................      9/19/88        0.62%     13.36%     N/A           8.52%
AIM Variable Insurance Funds, Inc.
  AIM V.I. Growth and Income Fund..................      5/02/94       19.10%     N/A        N/A          18.98%
  AIM V.I. Value Fund..............................      6/01/93       17.11%     N/A        N/A          17.54%
Janus Aspen Series
  Growth Portfolio.................................      9/13/93       16.17%     N/A        N/A          15.77%
  International Growth Portfolio...................      5/02/94       12.00%     N/A        N/A          17.17%
MFS Variable Insurance Trust.......................
  Emerging Growth Series...........................      7/24/95       15.35%     N/A        N/A          20.72%
  Research Series..................................      7/24/95       13.73%     N/A        N/A          19.27%
OCC Accumulation Trust (note 2)
  Managed Portfolio................................      8/01/88       15.73%     18.14%     N/A          18.71%
  Small Cap Portfolio..............................      8/01/88       15.68%     12.84%     N/A          13.87%
T. Rowe Price Equity Series, Inc.
  Equity Income Portfolio..........................      3/31/94       22.14%     N/A        N/A          21.57%
T. Rowe Price International Series, Inc.
  International Stock Portfolio....................      3/31/94       -3.24%     N/A        N/A           5.96%
Warburg Pincus Trust
  Post-Venture Capital Portfolio...................      9/30/96        6.89%     N/A        N/A           4.06%
</TABLE>
    
 
- ------------------------
 
Note 1: This table assumes deferred sales charges.
 
Note 2: Based on results of the Quest for Value Accumulation Trust and its
        predecessor. On September 16, 1994, an investment company which had
        commenced operations on August 1, 1988, then called Quest for Value
        Accumulation Trust (the "Old Trust"), was effectively divided into two
        investment funds--the Old Trust and the present Quest for Value
        Accumulation Trust (the "Present Trust")--at which time the Present
        Trust Commenced Operations.
 
   
Note 3: All tables assume a $30.00 annual charge for contracts under $50,000.
    
 
   
The average annual rates of total return shown above are computed by finding the
average annual compounded rates of return over the periods shown that would
equate the initial amount invested to the withdrawal value, in accordance with
the following formula: P(1+T)(n)=ERV. In the formula, P is a hypothetical
investment of $1,000; T is the average annual total return; "n" is the number of
years; and ERV is the withdrawal value at the end of the periods shown. These
figures assume deduction of the maximum withdrawal charge that may be applicable
to a particular period.
    
 
                                       2
<PAGE>
NON-STANDARD TOTAL RETURN
 
Table 2 below shows the average annual rates of return as in Table 1, but
assumes that the investments are not withdrawn at the end of the period or that
the Contract owner annuitizes at the end of the period. This table assumes no
deferred sales charges.
 
                                    TABLE 2
               AVERAGE ANNUAL TOTAL RETURN ASSUMING NO WITHDRAWAL
 
   
<TABLE>
<CAPTION>
                                                                                                        FROM DATE
                                                                                   FIVE        TEN      PORTFOLIO
                                                                     ONE YEAR      YEARS      YEARS    ESTABLISHED
                        FUND                              DATE         ENDED       ENDED      ENDED      THROUGH
                     PORTFOLIO                        ESTABLISHED    12/31/97    12/31/97   12/31/97     12/31/97
- ----------------------------------------------------  ------------  -----------  ---------  ---------  ------------
<S>                                                   <C>           <C>          <C>        <C>        <C>
The Prudential Series Fund
  Diversified Bond Portfolio........................      6/08/83        7.00%       6.28%      7.68%        8.10%
  High Yield Bond Portfolio.........................      2/23/87       12.14%       9.97%      9.11%        7.74%
  Stock Index Portfolio.............................     10/19/87       30.92%      18.12%     15.80%       16.24%
  Equity Income Portfolio...........................      2/19/88       34.65%      18.49%     N/A          15.15%
  Equity Portfolio..................................      6/06/83       22.86%      17.72%     15.86%       14.00%
  Prudential Jennison Portfolio.....................      5/01/95       29.82%      N/A        N/A          24.74%
  Global Portfolio..................................      9/19/88        5.42%      13.46%     N/A           8.52%
AIM Variable Insurance Funds, Inc.
  AIM V.I. Growth and Income Fund...................      3/02/94       23.90%      N/A        N/A          19.39%
  AIM V.I. Value Fund...............................      6/01/93       21.91%      N/A        N/A          17.72%
Janus Aspen Series
  Growth Portfolio..................................      9/13/93       20.97%      N/A        N/A          15.99%
  International Growth Portfolio....................      5/02/94       16.80%      N/A        N/A          17.60%
MFS Variable Insurance Trust
  Emerging Growth Series............................      7/24/95       20.15%      N/A        N/A          21.81%
  Research Series...................................      7/24/95       18.53%      N/A        N/A          20.38%
OCC Accumulation Trust (Note 2)
  Managed Portfolio.................................      8/01/88       20.53%      18.22%     N/A          18.71%
  Small Cap Portfolio...............................      8/01/88       20.48%      12.94%     N/A          13.87%
T. Rowe Price Equity Series, Inc.
  Equity Income Portfolio...........................      3/31/94       26.94%      N/A        N/A          21.95%
T. Rowe Price International Series, Inc.
  International Stock Portfolio.....................      3/31/94        1.56%      N/A        N/A           6.50%
Warburg Pincus Trust
  Post-Venture Capital Portfolio....................      9/30/96       11.69%      N/A        N/A           7.84%
</TABLE>
    
 
- ------------------------
 
Note 1: This table assumes no deferred sales charges.
 
Note 2: Based on results of the Quest for Value Accumulation Trust and its
        predecessor. On September 16, 1994, an investment company which had
        commenced operations on August 1, 1988, then called Quest for Value
        Accumulation Trust (the "Old Trust"), was effectively divided into two
        investment funds--the Old Trust and the present Quest for Value
        Accumulation Trust (the "Present Trust")--at which time the Present
        Trust Commenced Operations.
 
   
Note 3: All tables assume a $30.00 annual charge for contracts under $50,000.
    
 
                                       3
<PAGE>
Table 3 shows the cumulative total return for the portfolios, assuming no
withdrawal. This table assumes no deferred sales charges.
 
                                    TABLE 3
                 CUMULATIVE TOTAL RETURN ASSUMING NO WITHDRAWAL
 
   
<TABLE>
<CAPTION>
                                                                                                       FROM DATE
                                                                                 FIVE        TEN       PORTFOLIO
                                                                  ONE YEAR      YEARS       YEARS     ESTABLISHED
                      FUND                             DATE         ENDED       ENDED       ENDED       THROUGH
                    PORTFOLIO                      ESTABLISHED    12/31/97     12/31/97    12/31/97     12/31/97
- -------------------------------------------------  ------------  -----------  ----------  ----------  ------------
<S>                                                <C>           <C>          <C>         <C>         <C>
Prudential Series Fund
  Diversified Bond Portfolio.....................      6/08/83        7.00%       35.61%     109.57%      210.89%
  High Yield Bond Portfolio......................      2/23/87       12.14%       60.81%     N/A          124.51%
  Stock Index Portfolio..........................     10/19/87       30.92%      129.98%     N/A          364.34%
  Equity Income Portfolio........................      2/19/88       34.65%      133.60%     N/A          302.26%
  Equity Portfolio...............................      6/06/83       22.86%      126.08%     336.03%      574.78%
  Prudential Jennison Portfolio..................      5/01/95       29.82%      N/A         N/A           80.40%
  Global Portfolio...............................      9/19/88        5.42%       88.00%     N/A          113.50%
AIM Variable Insurance Funds, Inc.
  AIM V.I. Growth and Income Fund................      5/02/94       23.90%      N/A         N/A           91.52%
  AIM V.I. Value Fund............................      6/01/93       21.91%      N/A         N/A          111.24%
Janus Aspen Series
  Growth Portfolio...............................      9/13/93       20.97%      N/A         N/A           89.17%
  International Growth Portfolio.................      5/02/94       16.80%      N/A         N/A           81.18%
MFS Variable Insurance Trust
  Emerging Growth Series.........................      7/24/95       20.15%      N/A         N/A           61.82%
  Research Series................................      7/24/95       18.53%      N/A         N/A           57.21%
OCC Accumulation Trust (Note 2)
  Managed Portfolio..............................      8/01/88       20.53%      130.90%     N/A          402.63%
  Small Cap Portfolio............................      8/01/88       20.48%       83.78%     N/A          239.66%
T. Rowe Price Equity Series, Inc.
  Equity Income Portfolio........................      3/31/94       26.94%      N/A         N/A          110.59%
T. Rowe Price International Series, Inc.
  International Stock Portfolio..................      3/31/94        1.56%      N/A         N/A           26.67%
Warburg Pincus Trust
  Post-Venture Capital Portfolio.................      9/30/96       11.69%      N/A         N/A            9.90%
</TABLE>
    
 
- ------------------------
 
Note 1: This table assumes no deferred sales charges.
 
Note 2: Based on results of the Quest for Value Accumulation Trust and its
        predecessor. On September 16, 1994, an investment company which had
        commenced operations on August 1, 1988, then called Quest for Value
        Accumulation Trust (the "Old Trust"), was effectively divided into two
        investment funds--the Old Trust and the present Quest for Value
        Accumulation Trust (the "Present Trust")--at which time the Present
        Trust Commenced Operations.
 
Note 3: All tables assume a $30.00 annual charge for contracts under $50,000.00.
 
                                       4
<PAGE>
MONEY MARKET SUBACCOUNT YIELD
 
The "yield" and "effective yield" figures for the Money Market Subaccount shown
below were calculated using historical investment returns of the Money Market
Portfolio of the Prudential Series Fund. All fees, expenses and charges
associated with the DISCOVERY SELECT Annuity and the Series Fund have been
reflected.
 
   
The "yield" and "effective yield" of the Money Market Subaccount for the seven
days ended December 31, 1997 were 4.20% and 4.29%, respectively.
    
 
The yield is computed by determining the net change, exclusive of capital
changes, in the value of a hypothetical pre-existing account having a balance of
one accumulation unit of the Money Market Subaccount at the beginning of the
period, subtracting a hypothetical charge reflecting deductions from contract
owner accounts, and dividing the difference by the value of the subaccount at
the beginning of the base period to obtain the base period return, and then
multiplying the base period return by (365/7), with the resulting figure carried
to the nearest ten-thousandth of 1%.
 
The deduction referred to above consists of the 1.25% charge for mortality and
expense risks and the 0.15% charge for administration. It does not reflect the
withdrawal charge.
 
The effective yield is obtained by taking the base period return, adding 1,
raising the sum to a power equal to 365 divided by 7, and subtracting 1 from the
result, according to the following formula: Effective Yield--([base period
return +  1] 365/7) -  1.
 
The yields on amounts held in the Money Market Subaccount will fluctuate on a
daily basis. Therefore, the stated yields for any given period are not an
indication of future yields.
 
COMPARATIVE PERFORMANCE INFORMATION
 
Reports or advertising may include comparative performance information,
including, but not limited to: (1) comparisons to market indices such as the Dow
Jones Industrial Average, the Standard & Poor's 500 Index, the Value Line
Composite Index, the Russell 2000 Index, the Morgan Stanley World Index, the
Lehman Brothers bond indices; (2) comparisons to other investments, such as
certificates of deposit; (3) performance rankings assigned by services such as
Morningstar, Inc. and Variable Annuity Research and Data Services (VARDS), and
Lipper Analytical Services, Inc.; (4) data presented by analysts such as Dow
Jones, A.M. Best, The Bank Rate Monitor National Index; and (5) data in
publications such as The Wall Street Journal, Times, Forbes, Barrons, Fortune,
Money Magazine, and Financial World.
 
                                       5
<PAGE>
                   FLEXIBLE PREMIUM VARIABLE ANNUITY ACCOUNT
                           VARIABLE ANNUITY CONTRACTS
 
   
                   PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
                             213 WASHINGTON STREET
                         NEWARK, NEW JERSEY 07102-2992
                           TELEPHONE: (888) PRU-2888
    
<PAGE>
   
                                     PART C
                               OTHER INFORMATION
    
 
Item 24. EXHIBITS
 
   
<TABLE>
  <S>  <C>  <C>
  (a)  FINANCIAL STATEMENTS
 
       Statements of Pruco Life of New Jersey's Financial
       Position as of December 31, 1997 and 1996; and the
       related Statements of Operations, of Stockholder's
       Equity, and of Cash Flows for the years ended December
       31, 1997, 1996 and 1995; and the Notes to the Financial
       Statements.
 
  (b)  EXHIBITS
 
       (1)  Resolutions of the Board of Directors of Pruco
            Life Insurance Company of New Jersey establishing
            the Pruco Life of New Jersey Flexible Premium
            Variable Annuity Account and the Pruco Life of New
            Jersey Modified Guaranteed Annuity Account. (Note
            3)
 
       (2)  Agreements for custody of securities and similar
            investments--Not Applicable.
 
       (3)  (a) Form of Distribution Agreement between Pruco
            Securities Corporation (Underwriter) and Pruco
            Life Insurance Company of New Jersey (Depositor).
            (Note 3)
 
            (b) Form of Selected Broker Agreement between
            Prudential Securities Incorporated and Pruco
            Securities Corporation with respect to sale of
            Contracts. (Note 3)
 
       (4)  The Prudential DISCOVERY SELECT Contract. (Note 3)
 
       (5)  Application form for the Contract. (Note 3)
 
       (6)  (a) Articles of Incorporation of Pruco Life
            Insurance Company of New Jersey, as amended March
            11, 1983. (Note 2)
 
            (b) By-laws of Pruco Life Insurance Company of New
            Jersey, as amended February 1, 1991. (Note 5)
 
       (7)  Contract of reinsurance in connection with
            variable annuity contract--Not Applicable.
 
       (8)  Other material contracts performed in whole or in
            part after the date the registration statement is
            filed:
 
            (a) Form of Fund Participation Agreement. (Note 4)
 
       (9)  Opinion of Counsel as to legality of the
            securities being registered. (Note 1)
 
       (10) (a) Written consent of Price Waterhouse LLP,
            independent accountants. (Note 1)
 
       (b)  Written consent of Deloitte & Touche LLP,
            independent auditors. (Note 1)
 
       (11) All financial statements omitted from Item 23,
            Financial Statements--Not Applicable.
</TABLE>
    
 
                                     C - 1
<PAGE>
   
<TABLE>
  <S>  <C>  <C>
       (12) Agreements in consideration for providing initial
            capital between or among Registrant, Depositor,
            Underwriter, or initial Contract owners--Not
            Applicable.
 
       (13) Schedule of Performance Computations. (Note 1)
 
       (14) Powers of Attorney.
 
            (a) William M. Bethke, Ira J. Kleinman, Mendel A.
            Melzer, Esther H. Milnes I. and Edward Price (Note
            6)
 
            (b) James M. Schlomann, James J. Avery Jr. (Note
            6)
 
  (Note 1)  Filed herewith.
 
  (Note 2)  Incorporated by reference to Post-Effective
            Amendment No. 26 to Form S-6 Registration
            No.2-89780, filed April 28, 1997, on behalf of the
            Pruco Life of New Jersey Variable Appreciable
            Account.
 
  (Note 3)  Incorporated by reference to Form N-4,
            Registration Statement No. 333-18113 filed
            December 18, 1996, on behalf of the Pruco Life of
            New Jersey Flexible Premium Variable Annuity
            Account.
 
  (Note 4)  Incorporated by reference to Form N-4,
            Registration No. 333-06701, filed June 26, 1996,
            on behalf of the Pruco Life Flexible Premium
            Variable Annuity Account.
 
  (Note 5)  Incorporated by reference to Form 10-Q,
            Registration No. 333-18117 filed August 15, 1997
            on behalf of Pruco Life of New Jersey.
 
  (Note 6)  Incorporated by reference to Post-Effective
            Amendment No. 10 to Form S-1, Registration No.
            33-20018, filed April 9, 1998 on behalf of the
            Pruco Life of New Jersey Variable Contract Real
            Property Account.
</TABLE>
    
 
Item 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
 
   
See Part A: Directors and Officers
    
 
Item 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT
 
Pruco Life Insurance Company of New Jersey ("Pruco Life of New Jersey"), a
corporation organized under the laws of New Jersey, is an indirect, wholly-owned
subsidiary of The Prudential Insurance Company of America, ("Prudential"), a
mutual life insurance company organized under the laws of New Jersey. The
subsidiaries of Prudential and short descriptions of each are set forth on the
following pages.
 
Pruco Life of New Jersey may be deemed to control the following separate
accounts which are registered as unit investment trusts under the Investment
Company Act of 1940: the Pruco Life of New Jersey Variable Appreciable Account,
the Pruco Life of New Jersey Variable Insurance Account, the Pruco Life of New
Jersey Single Premium Variable Life Account, Pruco Life of New Jersey Single
Premium Variable Annuity Account, the Pruco Life of New Jersey Flexible Premium
Variable Annuity Account (Registrant), the Pruco Life of New Jersey Modified
Guaranteed Annuity Account and the Pruco Life of New Jersey Variable Contract
Real Property Account (separate accounts of Pruco Life of New Jersey).
 
The above-referenced separate accounts, along with The Prudential and certain of
Prudential's separate accounts, hold all the shares of The Prudential Series
Fund, Inc., a Maryland corporation. In addition, The Prudential holds all the
shares of Prudential's Gibraltar Fund, a Maryland Corporation, in three of its
separate accounts. The Prudential Series Fund, Inc. and Prudential's Gibraltar
Fund are registered as open-end diversified, management investment companies
under the Investment Company Act of 1940.
 
                                     C - 2
<PAGE>
Additionally, the aforementioned separate accounts of The Prudential are
registered as unit investment trusts under the Investment Company Act of 1940.
 
In addition, Pruco Life may also be deemed to be under common control with The
Prudential Variable Contract Account-2, The Prudential Variable Contract
Account-10, and The Prudential Variable Contract Account-11, separate accounts
of The Prudential, all of which are registered as open-end, diversified,
management investment companies under the Investment Company Act of 1940.
 
   
The subsidiaries of Prudential and short descriptions of each are listed under
Item 25 of Post-Effective Amendment No. 34 to the Form N-1A Registration
Statement for The Prudential Series Fund, Inc., Registration No. 2-80896, filed
on or about April 24, 1998, the text of which is hereby incorporated.
    
 
Item 27. NUMBER OF CONTRACT OWNERS
 
   
As of March 23, 1998, there were 1,545 Contract owners of qualified Contracts
and 1,972 owners of non-qualified Contracts offered by the Registrant.
    
 
   
Item 28. INDEMNIFICATION
    
 
   
The Registrant, in conjunction with certain affiliates, maintains insurance on
behalf of any person who is or was a trustee, director, officer, employee, or
agent of the Registrant, or who is or was serving at the request of the
Registrant as a trustee, director, officer, employee or agent of such other
affiliated trust or corporation, against any liability asserted against and
incurred by him or her arising out of his or her position with such trust or
corporation.
    
 
   
    New Jersey, being the state of organization of Pruco Life Insurance Company
of New Jersey ("PLNJ"), permits entities organized under its jurisdiction to
indemnify directors and officers with certain limitations. The relevant
provisions of New Jersey law permitting indemnification can be found in Section
14A:3-5 of the New Jersey Statutes Annotated. The text of PLNJ's By-law, Article
V, which relates to indemnification of officers and directors, is incorporated
by reference to Exhibit 3(ii) to its Form 10-Q filed August 15, 1997.
    
 
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
 
Item 29. PRINCIPAL UNDERWRITERS
 
   
      (a)    Pruco Securities Corporation ("Prusec") also acts as principal
             underwriter for the Pruco Life PRUvider Variable Appreciable
             Account, the Pruco Life Variable Insurance Account, the Pruco Life
             Variable Appreciable Account, the Pruco Life Variable Universal
             Account, the Pruco Life Single Premium Variable Life Account, the
             Pruco Life Single Premium Variable Annuity Account, the Pruco Life
             Flexible Premium Variable Annuity Account, the Pruco Life Modified
             Guaranteed Annuity Account, the Pruco Life of New Jersey Flexible
             Premium Variable Annuity Account, the Pruco Life of New Jersey
             Modified Guaranteed Annuity Account, the Pruco Life of New Jersey
             Variable Insurance Account, the Pruco Life of New Jersey Variable
             Appreciable Account, the Pruco Life of New Jersey Single Premium
             Variable Life Account, the Pruco Life of New Jersey Single Premium
             Variable Annuity Account, The Prudential Variable Appreciable
             Account, The Prudential Individual Variable Contract
    
 
                                     C - 3
<PAGE>
             Account, The Prudential Qualified Individual Variable Contract
             Account, Prudential's Annuity Plan Account, Prudential's Investment
             Plan Account, Prudential's Annuity Plan Account-2, Prudential's
             Gibraltar Fund, and The Prudential Series Fund, Inc.
 
       (b)
 
   
<TABLE>
<CAPTION>
                                     Positions and Offices with
Name and Principal Business Address  Underwriter
- -----------------------------------  ------------------------------------
 
<S>                                  <C>
James Avery Jr.**                    Chairman and Director
 
Richard Topp*                        President and Director
 
R. Brock Armstrong**                 Director
 
E. Michael Caulfield*                Director
 
Joseph F. Mahoney Jr.**              Director
 
Richard Painter**                    Director
 
James D. Price*                      Director
 
Charles A. McGee**                   Chief Financial Officer and
                                     Comptroller
 
Clifford E. Kirsch**                 Chief Legal Officer and Secretary
- --------------
 * Principal Business Address: 751 Broad Street, Newark, NJ 07102
** Principal Business Address: 213 Washington Street, Newark, NJ 07102
</TABLE>
    
 
       (c)    Not applicable
 
Item 30. LOCATION OF ACCOUNTS AND RECORDS
 
   
All accounts, books or other documents required to be maintained by Section 31
(a) of the 1940 Act and the rules promulgated thereunder are maintained by the
Registrant through The Prudential Insurance Company of America, 751 Broad
Street, Newark, New Jersey 07102-3777.
    
 
Item 31. MANAGEMENT SERVICES
 
Summary of any contract not discussed in Part A or Part B of the registration
statement under which management-related services are provided to the
Registrant--Not Applicable.
 
Item 32. UNDERTAKINGS
 
<TABLE>
<S>        <C>
(a)        Registrant undertakes to file a post-effective amendment to this Registrant
           Statement as frequently as is necessary to ensure that the audited financial
           statements in the Registration Statement are never more than 16 months old for
           so long as payments under the variable annuity contracts may be accepted.
 
(b)        Registrant undertakes to include either (1) as part of any application to
           purchase a contract offered by the prospectus, a space that an applicant can
           check to request a statement of additional information, or (2) a postcard or
           similar written communication affixed to or included in the prospectus that
           the applicant can remove to send for a statement of additional information.
 
(c)        Registrant undertakes to deliver any statement of additional information and
           any financial statements required to be made available under this Form
           promptly upon written or oral request.
</TABLE>
 
                                     C - 4
<PAGE>
<TABLE>
<S>        <C>
(d)        Restrictions on withdrawal under Section 403(b) Contracts are imposed in
           reliance upon, and in compliance with, a no-action letter issued by the Chief
           of the Office of Insurance Products and Legal Compliance of the Securities and
           Exchange Commission to the American Council of Life Insurance on November 28,
           1988.
 
(e)        Pruco Life of New Jersey hereby represents that the fees and charges deducted
           under the contract, in the aggregate, are reasonable in relation to the
           services rendered, the expenses expected to be incurred and the risks assumed
           by the Pruco Life of New Jersey.
</TABLE>
 
                                     C - 5
<PAGE>
                                   SIGNATURES
 
   
       Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that this Amendment is filed solely for one or more of the
purposes specified in Rule 485(b)(1) under the Securities Act of 1933 and that
no material event requiring disclosure in the prospectus, other than one listed
in Rule 485(b)(1), has occurred since the effective date of the most recent
Registration Statement which included a prospectus and has caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, and its seal hereunto affixed and attested, all in the city of
Newark and the State of New Jersey, on this 15th day of April, 1998.
    
 
                                  THE PRUCO LIFE OF NEW JERSEY FLEXIBLE PREMIUM
                                  VARIABLE ANNUITY ACCOUNT
 
                                  ----------------------------------------------
                                      (REGISTRANT)
 
                                  BY: PRUCO LIFE INSURANCE COMPANY
                                     OF NEW JERSEY
 
                                     -------------------------------------------
                                      (DEPOSITOR)
 
Attest: __/s/ CLIFFORD E. KIRSCH___________________
         Clifford E. Kirsch
         Chief Legal Officer
 
*By: __/s/ ESTHER H. MILNES___________________
        Esther H. Milnes
        President
 
                                     C - 6
<PAGE>
                                   SIGNATURES
 
   
       As required by the Securities Act of 1933, this Post-Effective Amendment
No. 2 to the Registration Statement has been signed by the following persons in
the capacities and on the date indicated.
    
 
   
<TABLE>
<CAPTION>
Signature                                  Title                            Date
- -------------------------  --------------------------------------   --------------------
 
<S>                        <C>                                      <C>
/s/ *
- -------------------------
Esther Milnes              President and Director       )           April 15, 1998
 
/s/ *
- -------------------------  Chief Accounting Officer, Vice )
James M. Schlomann         President and Comptroller    )
 
/s/ *
- -------------------------  Chairman of the Board       )
James J. Avery Jr.         and Director                )
 
/s/ *
- -------------------------
William M. Bethke          Director                     )
 
/s/ *
- -------------------------
Ira J. Kleinman            Director                     )
 
/s/ *
- -------------------------
Mendel A. Melzer           Director                     )
 
/s/ *
- -------------------------
I. Edward Price            Director                     )
</TABLE>
    
 
                    *By: __/s/ CLIFFORD E. KIRSCH________________
                            CLIFFORD E. KIRSCH
                            (Attorney-in-Fact)
 
                                     C - 7
<PAGE>
                                 EXHIBIT INDEX
 
<TABLE>
<S>   <C>   <C>                                               <C>
(9)         Opinion of Counsel                                C-9
(10)  (a)   Consent of Price Waterhouse LLP                   C-10
(10)  (b)   Consent of Deloitte and Touche LLP                C-11
(13)        Schedule of Performance Computations              C-12
</TABLE>
 
                                     C - 8

<PAGE>



                                            April 15, 1998



Pruco Insurance Company of New Jersey
213 Washington Street
Newark, New Jersey 07102-2992

Gentlemen:

In my capacity as Chief Legal Officer and Assistant Secretary of Pruco Life
Insurance Company of New Jersey ("Pruco Life of New Jersey"), I have reviewed
the establishment of the Pruco Life of New Jersey Flexible Premium Variable
Annuity Account (the "Account") on May 20, 1996, by the Board of Directors of
Pruco Life of New Jersey as a separate account for assets applicable to certain
individual variable annuity contracts, pursuant to the provisions of Section
17B:28-7 of the New Jersey Insurance Code.  I was responsible for oversight of
the preparation and review of the Registration Statement on Form N-4, as
amended, filed by Pruco Life of New Jersey with the Securities and Exchange
Commission (Registration No. 333-18117) under the Securities Act of 1933 for the
registration of certain individual variable annuity contracts issued with
respect to the Account.

I am of the following opinion:

       (1)  Pruco Life of New Jersey was duly organized under the laws of 
            New Jersey and is a validly existing corporation.
                 
       (2)  The Account has been duly created and is validly existing as a 
            separate Account pursuant to the aforesaid provisions of New Jersey
            law.
                 
       (3)  The portion of the assets held in the Account equal to the reserve
            and other liabilities for variable benefits under the individual 
            variable annuity contracts is not chargeable with liabilities 
            arising out of any other business Pruco Life of New Jersey may 
            conduct.
                 
       (4)  The individual variable annuity contracts are legal and binding
            obligations of Pruco Life of New Jersey in accordance with their 
            terms.

In arriving at the foregoing opinion, I have made such examination of  law and
examined such records and other documents as I judged to be necessary or
appropriate.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.


<PAGE>



                                            Very truly yours,



                                            Clifford E. Kirsch


<PAGE>
                          CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of this
Post-Effective Amendment No. 2 to the registration statement on Form N-4 (the
"Registration Statement") of our report dated March 20, 1998, relating to the
financial statements of the Pruco Life of New Jersey Flexible Premium 
Variable Annuity Account, which appears in such Prospectus.

We also consent to the use in the Prospectus constituting part of this 
Registration Statement of our report dated March 23, 1998, relating to the 
financial statements of Pruco Life Insurance Company of New Jersey, which 
appears in such Prospectus.

We also consent to the reference to us under the heading "Experts" in the 
Prospectus.




PRICE WATERHOUSE LLP


New York, New York  
April 15, 1998

<PAGE>

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Post Effective Amendment No. 2 on  Form N-4 to the
Registration Statement No. 333-18117 of The Pruco Life of New Jersey Flexible 
Premium Variable Annuity Account of the Pruco Life Insurance Company of New
Jersey of our report dated December 19, 1996, relating to the financial
statements of The Pruco Life Insurance Company of New Jersey in the Prospectus,
which is part of such Registration Statement, and to the reference to us under
the heading "Experts" in such Prospectus.

/s/ DELOITTE & TOUCHE

Parsippany, New Jersey
April 15, 1998

<PAGE>

ANNUALIZED RATES OF RETURN    30/40000*1000 =     $0.75
AVG POLICY SIZE 40000


<TABLE>
<CAPTION>

DISCOVERY SELECT                                     MMKT        BOND       STOCK       HIDIV       HIYLD        GLEQ      GROWTH
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>         <C>         <C>         <C>         <C>         <C>          <C>
5 YR RATE OF RETURN

YEARS IN EXISTENCE                                   5.00        5.00        5.00        5.00        5.00        5.00         N/A
92(OR INCEPT) TO '93 ROR                             1.54%       8.62%      20.19%      20.59%      17.62%      41.17%        N/A
92 TO '93 ERV                                     1015.36     1086.17     1201.90     1205.94     1176.24     1411.72         N/A
ANNUAL ADMIN CHARGE                                  0.75        0.75        0.75        0.75        0.75        0.75         N/A
92 TO '93 ERV LESS ADMIN CHG                      1014.61     1085.42     1201.15     1205.19     1175.49     1410.97         N/A
93(OR INCEPT) TO '94 ROR                             2.60%      (4.57%)      1.36%       0.04%      (4.06%)     (6.20%)       N/A
93 TO '94 ERV                                     1041.02     1035.79     1217.45     1205.62     1127.72     1323.55         N/A
ANNUAL ADMIN CHARGE                                  0.75        0.75        0.75        0.75        0.75        0.75         N/A
93 TO '94 ERV LESS ADMIN CHG                      1040.27     1035.04     1216.70     1204.87     1126.97     1322.80         N/A
94(OR INCEPT) TO '95 ROR                             4.33%      19.07%      29.48%      20.03%      15.94%      14.28%        N/A
94 TO '95 ERV                                     1085.34     1232.39     1575.39     1446.20     1306.62     1511.72         N/A
ANNUAL ADMIN CHARGE                                  0.75        0.75        0.75        0.75        0.75        0.75         N/A
94 TO '95 ERV LESS ADMIN CHG                      1084.59     1231.64     1574.64     1445.45     1305.87     1510.97         N/A
95(OR INCEPT) TO '96 ROR                             3.77%       2.95%      16.88%      20.05%       9.85%      18.04%        N/A
95 TO '96 ERV                                     1125.53     1267.99     1840.37     1735.25     1434.47     1783.50         N/A
ANNUAL ADMIN CHARGE                                  0.75        0.75        0.75        0.75        0.75        0.75         N/A
95 TO '96 ERV LESS ADMIN CHG                      1124.78     1267.24     1839.62     1734.50     1433.72     1782.75         N/A
96(OR INCEPT) TO '97 ROR                             3.98%       7.07%      22.93%      34.72%      12.21%       5.49%        N/A
96 TO '97 ERV                                     1169.53     1356.84     2261.51     2336.78     1608.84     1880.71         N/A
ANNUAL ADMIN CHARGE                                  0.75        0.75        0.75        0.75        0.75        0.75         N/A
96 TO '97 ERV LESS ADMIN CHG                      1168.78     1356.09     2260.76     2336.03     1608.09     1879.96         N/A
ANNUALIZED ROR BEFORE LOAD                           3.17%       6.28%      17.72%      18.49%       9.97%      13.46%        N/A



CHARGE FREE AMOUNT                                 600.00      600.00      600.00      600.00      600.00      600.00         N/A
AMT SUBJ TO LOAD                                   400.00      400.00      400.00      400.00      400.00      400.00         N/A
5TH (OR INCEPTION) SALE CHARGE                       2.00%       2.00%       2.00%       2.00%       2.00%       2.00%        N/A
AMT OF LOAD                                          8.00        8.00        8.00        8.00        8.00        8.00         N/A
ERV LESS LOAD                                     1160.78     1348.09     2252.76     2328.03     1600.09     1871.96         N/A

ANN 5YR RET W/LOAD AND ADM CHG                       3.03%       6.16%      17.64%      18.41%       9.86%      13.36%        N/A

<CAPTION>

DISCOVERY SELECT                                     STIX      TRINST      TREQST      JANINT      JANGRW      MFSEMG      MFSRSR
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>         <C>         <C>         <C>         <C>         <C>          <C>

5 YR RATE OF RETURN

YEARS IN EXISTENCE                                   5.00         N/A         N/A         N/A         N/A         N/A         N/A
92(OR INCEPT) TO '93 ROR                             8.16%        N/A         N/A         N/A         N/A         N/A         N/A
92 TO '93 ERV                                     1081.57         N/A         N/A         N/A         N/A         N/A         N/A
ANNUAL ADMIN CHARGE                                  0.75         N/A         N/A         N/A         N/A         N/A         N/A
92 TO '93 ERV LESS ADMIN CHG                      1080.82         N/A         N/A         N/A         N/A         N/A         N/A
93(OR INCEPT) TO '94 ROR                            (0.39%)       N/A         N/A         N/A         N/A         N/A         N/A
93 TO '94 ERV                                     1076.63         N/A         N/A         N/A         N/A         N/A         N/A
ANNUAL ADMIN CHARGE                                  0.75         N/A         N/A         N/A         N/A         N/A         N/A
93 TO '94 ERV LESS ADMIN CHG                      1075.88         N/A         N/A         N/A         N/A         N/A         N/A
94(OR INCEPT) TO '95 ROR                            35.18%        N/A         N/A         N/A         N/A         N/A         N/A
94 TO '95 ERV                                     1454.33         N/A         N/A         N/A         N/A         N/A         N/A
ANNUAL ADMIN CHARGE                                  0.75         N/A         N/A         N/A         N/A         N/A         N/A
94 TO '95 ERV LESS ADMIN CHG                      1453.58         N/A         N/A         N/A         N/A         N/A         N/A
95(OR INCEPT) TO '96 ROR                            20.87%        N/A         N/A         N/A         N/A         N/A         N/A
95 TO '96 ERV                                     1756.89         N/A         N/A         N/A         N/A         N/A         N/A
ANNUAL ADMIN CHARGE                                  0.75         N/A         N/A         N/A         N/A         N/A         N/A
95 TO '96 ERV LESS ADMIN CHG                      1756.14         N/A         N/A         N/A         N/A         N/A         N/A
96(OR INCEPT) TO '97 ROR                            31.00%        N/A         N/A         N/A         N/A         N/A         N/A
96 TO '97 ERV                                     2300.51         N/A         N/A         N/A         N/A         N/A         N/A
ANNUAL ADMIN CHARGE                                  0.75         N/A         N/A         N/A         N/A         N/A         N/A
96 TO '97 ERV LESS ADMIN CHG                      2299.76         N/A         N/A         N/A         N/A         N/A         N/A
ANNUALIZED ROR BEFORE LOAD                          18.12%        N/A         N/A         N/A         N/A         N/A         N/A



CHARGE FREE AMOUNT                                 600.00         N/A         N/A         N/A         N/A         N/A         N/A
AMT SUBJ TO LOAD                                   400.00         N/A         N/A         N/A         N/A         N/A         N/A
5TH (OR INCEPTION) SALE CHARGE                       2.00%        N/A         N/A         N/A         N/A         N/A         N/A
AMT OF LOAD                                          8.00         N/A         N/A         N/A         N/A         N/A         N/A
ERV LESS LOAD                                     2291.76         N/A         N/A         N/A         N/A         N/A         N/A


ANN 5YR RET W/LOAD AND ADM CHG                      18.04%        N/A         N/A         N/A         N/A         N/A         N/A

<CAPTION>


DISCOVERY SELECT                                   AIMGRI      AIMVAL      OPPMAN      OPPSMC      WARVCP       TOTAL
- ---------------------------------------------------------------------------------------------------------------------
<S>                                               <C>         <C>         <C>         <C>         <C>         <C>

5 YR RATE OF RETURN

YEARS IN EXISTENCE                                    N/A         N/A        5.00        5.00         N/A
92(OR INCEPT) TO '93 ROR                              N/A         N/A        8.95%      18.09%        N/A
92 TO '93 ERV                                         N/A         N/A     1089.54     1180.94         N/A
ANNUAL ADMIN CHARGE                                   N/A         N/A        0.75        0.75         N/A
92 TO '93 ERV LESS ADMIN CHG                          N/A         N/A     1088.79     1180.19         N/A
93(OR INCEPT) TO '94 ROR                              N/A         N/A        1.32%      (2.78%)       N/A
93 TO '94 ERV                                         N/A         N/A     1103.21     1147.42         N/A
ANNUAL ADMIN CHARGE                                   N/A         N/A        0.75        0.75         N/A
93 TO '94 ERV LESS ADMIN CHG                          N/A         N/A     1102.46     1146.67         N/A
94(OR INCEPT) TO '95 ROR                              N/A         N/A       43.55%      13.64%        N/A
94 TO '95 ERV                                         N/A         N/A     1582.61     1303.03         N/A
ANNUAL ADMIN CHARGE                                   N/A         N/A        0.75        0.75         N/A
94 TO '95 ERV LESS ADMIN CHG                          N/A         N/A     1581.86     1302.28         N/A
95(OR INCEPT) TO '96 ROR                              N/A         N/A       21.12%      17.17%        N/A
95 TO '96 ERV                                         N/A         N/A     1915.92     1525.86         N/A
ANNUAL ADMIN CHARGE                                   N/A         N/A        0.75        0.75         N/A
95 TO '96 ERV LESS ADMIN CHG                          N/A         N/A     1915.17     1525.11         N/A
96(OR INCEPT) TO '97 ROR                              N/A         N/A       20.60%      20.55%        N/A
96 TO '97 ERV                                         N/A         N/A     2309.79     1838.55         N/A
ANNUAL ADMIN CHARGE                                   N/A         N/A        0.75        0.75         N/A
96 TO '97 ERV LESS ADMIN CHG                          N/A         N/A     2309.04     1837.80         N/A
ANNUALIZED ROR BEFORE LOAD                            N/A         N/A       18.22%      12.94%        N/A      118.37%



CHARGE FREE AMOUNT                                    N/A         N/A      600.00      600.00         N/A
AMT SUBJ TO LOAD                                      N/A         N/A      400.00      400.00         N/A
5TH (OR INCEPTION) SALE CHARGE                        N/A         N/A        2.00%       2.00%        N/A
AMT OF LOAD                                           N/A         N/A        8.00        8.00         N/A
ERV LESS LOAD                                         N/A         N/A     2301.04     1829.80         N/A


ANN 5YR RET W/LOAD AND ADM CHG                        N/A         N/A       18.14%      12.84%        N/A      117.47%

</TABLE>

<PAGE>

UNIT VALUES FOR THE FIRST DAY OF EVERY YEAR FOR THE PRU DISCO SELECT PRODUCT

<TABLE>
<CAPTION>

DISCOVERY SELECT            MMKT       BOND      STOCK      HIDIV      HIYLD       GLEQ     GROWTH       STIX     TRINST     TREQST
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>

31-Dec-96                1.95487    2.91204    5.53059    2.99006    2.01251    2.03061    1.40276    2.85512    1.24923    1.66087

<CAPTION>

DISCOVERY SELECT          JANINT     JANGRW     MFSEMG     MFSRSR     AIMGRI     AIMVAL     OPPMAN     OPPSMC     WARVCP      TOTAL
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>

31-Dec-96                1.55340    1.56638    1.34766    1.32722    1.54775    1.75108    4.18117    2.82864   0.98413

</TABLE>

<PAGE>

UNIT VALUES FOR THE LAST DAY OF EVERY QUARTER SINCE INCEPTION
FOR THE PRU DISCO SELECT PRODUCT

<TABLE>
<CAPTION>


       DISCOVERY SELECT        MMKT           BOND          STOCK          HIDIV          HIYLD           GLEQ         GROWTH
       ----------------------------------------------------------------------------------------------------------------------
<S>                       <C>            <C>            <C>            <C>            <C>            <C>            <C>
       INCEPTION DATE     02-Jun-83      08-Jun-83      06-Jun-83      19-Feb-88      23-Feb-87      19-Sep-88      01-May-95

       WHOLE YEARS SINCE
       INCEPTION              14.00          14.00          14.00           9.00          10.00           9.00           2.00

INCEPTION UNIT VALUE        1.00018        0.99691        1.00241        0.99730        0.99968        0.99848        1.00866
       30-Jun-83            1.00515        1.00263        1.02682            N/A            N/A            N/A            N/A
       30-Sep-83            1.02314        1.00221        0.99435            N/A            N/A            N/A            N/A
       31-Dec-83            1.04146        1.01524        0.98054            N/A            N/A            N/A            N/A

1984   31-Mar-84            1.06058        1.02483        0.93938            N/A            N/A            N/A            N/A
       30-Jun-84            1.08271        1.01481        0.93882            N/A            N/A            N/A            N/A
       30-Sep-84            1.10815        1.07700        1.01823            N/A            N/A            N/A            N/A
       31-Dec-84            1.13159        1.13344        1.04168            N/A            N/A            N/A            N/A

1985   31-Mar-85            1.14983        1.14693        1.13401            N/A            N/A            N/A            N/A
       30-Jun-85            1.16867        1.22545        1.20733            N/A            N/A            N/A            N/A
       30-Sep-85            1.18624        1.24580        1.14590            N/A            N/A            N/A            N/A
       31-Dec-85            1.20424        1.32595        1.36494            N/A            N/A            N/A            N/A

1986   31-Mar-86            1.22158        1.39617        1.56588            N/A            N/A            N/A            N/A
       30-Jun-86            1.23756        1.41615        1.60984            N/A            N/A            N/A            N/A
       30-Sep-86            1.25228        1.44380        1.49021            N/A            N/A            N/A            N/A
       31-Dec-86            1.26532        1.49670        1.54936            N/A            N/A            N/A            N/A

1987   31-Mar-87            1.27915        1.50981        1.87814            N/A        1.01369            N/A            N/A
       30-Jun-87            1.29454        1.47264        1.93737            N/A        1.00140            N/A            N/A
       30-Sep-87            1.31112        1.41678        2.03515            N/A        0.97037            N/A            N/A
       31-Dec-87            1.32931        1.48043        1.55338            N/A        0.93936            N/A            N/A

<CAPTION>

       DISCOVERY SELECT        STIX         TRINST         TREQST         JANINT         JANGRW         MFSEMG         MFSRSR
       ----------------------------------------------------------------------------------------------------------------------
<S>                       <C>            <C>            <C>            <C>            <C>            <C>            <C>

       INCEPTION DATE     19-Oct-87      31-Mar-94      31-Mar-94      02-May-94      13-Sep-93      24-Jul-95     24-Jul-95

       WHOLE YEARS SINCE
       INCEPTION              10.00           3.00           3.00           3.00           4.00           2.00           2.00

INCEPTION UNIT VALUE        0.80241        0.99985        0.99985        0.99996        0.99996        0.99996        0.99996
       30-Jun-83                N/A            N/A            N/A            N/A            N/A            N/A            N/A
       30-Sep-83                N/A            N/A            N/A            N/A            N/A            N/A            N/A
       31-Dec-83                N/A            N/A            N/A            N/A            N/A            N/A            N/A

1984   31-Mar-84                N/A            N/A            N/A            N/A            N/A            N/A            N/A
       30-Jun-84                N/A            N/A            N/A            N/A            N/A            N/A            N/A
       30-Sep-84                N/A            N/A            N/A            N/A            N/A            N/A            N/A
       31-Dec-84                N/A            N/A            N/A            N/A            N/A            N/A            N/A

1985   31-Mar-85                N/A            N/A            N/A            N/A            N/A            N/A            N/A
       30-Jun-85                N/A            N/A            N/A            N/A            N/A            N/A            N/A
       30-Sep-85                N/A            N/A            N/A            N/A            N/A            N/A            N/A
       31-Dec-85                N/A            N/A            N/A            N/A            N/A            N/A            N/A

1986   31-Mar-86                N/A            N/A            N/A            N/A            N/A            N/A            N/A
       30-Jun-86                N/A            N/A            N/A            N/A            N/A            N/A            N/A
       30-Sep-86                N/A            N/A            N/A            N/A            N/A            N/A            N/A
       31-Dec-86                N/A            N/A            N/A            N/A            N/A            N/A            N/A

1987   31-Mar-87                N/A            N/A            N/A            N/A            N/A            N/A            N/A
       30-Jun-87                N/A            N/A            N/A            N/A            N/A            N/A            N/A
       30-Sep-87                N/A            N/A            N/A            N/A            N/A            N/A            N/A
       31-Dec-87            0.85903            N/A            N/A            N/A            N/A            N/A            N/A

<CAPTION>

       DISCOVERY SELECT      AIMGRI         AIMVAL         OPPMAN         OPPSMC         WARVCP          TOTAL
       -------------------------------------------------------------------------------------------------------
<S>                       <C>            <C>            <C>            <C>            <C>            <C>
       INCEPTION DATE     02-May-94      01-Jun-93      01-Aug-88      01-Aug-88     30-Sep-96

       WHOLE YEARS SINCE
       INCEPTION               3.00           4.00           9.00           9.00           1.00

INCEPTION UNIT VALUE        0.99996        1.00881        0.99989        0.99989        1.00000       18.81412
       30-Jun-83                N/A            N/A            N/A            N/A            N/A        3.03460
       30-Sep-83                N/A            N/A            N/A            N/A            N/A        3.01970
       31-Dec-83                N/A            N/A            N/A            N/A            N/A        3.03724

1984   31-Mar-84                N/A            N/A            N/A            N/A            N/A        3.02479
       30-Jun-84                N/A            N/A            N/A            N/A            N/A        3.03634
       30-Sep-84                N/A            N/A            N/A            N/A            N/A        3.20338
       31-Dec-84                N/A            N/A            N/A            N/A            N/A        3.30671

1985   31-Mar-85                N/A            N/A            N/A            N/A            N/A        3.43077
       30-Jun-85                N/A            N/A            N/A            N/A            N/A        3.60145
       30-Sep-85                N/A            N/A            N/A            N/A            N/A        3.57794
       31-Dec-85                N/A            N/A            N/A            N/A            N/A        3.89513

1986   31-Mar-86                N/A            N/A            N/A            N/A            N/A        4.18363
       30-Jun-86                N/A            N/A            N/A            N/A            N/A        4.26355
       30-Sep-86                N/A            N/A            N/A            N/A            N/A        4.18629
       31-Dec-86                N/A            N/A            N/A            N/A            N/A        4.31138

1987   31-Mar-87                N/A            N/A            N/A            N/A            N/A        5.68079
       30-Jun-87                N/A            N/A            N/A            N/A            N/A        5.70595
       30-Sep-87                N/A            N/A            N/A            N/A            N/A        5.73342
       31-Dec-87                N/A            N/A            N/A            N/A            N/A        6.16151

</TABLE>



<PAGE>

<TABLE>
<CAPTION>

       DISCOVERY SELECT        MMKT           BOND          STOCK          HIDIV          HIYLD           GLEQ         GROWTH
       ----------------------------------------------------------------------------------------------------------------------
<S>                       <C>            <C>            <C>            <C>            <C>            <C>            <C>

1988   31-Mar-88            1.34683        1.53083        1.70198        1.00261        1.00061            N/A            N/A
       30-Jun-88            1.36427        1.54510        1.81001        1.06050        1.01172            N/A            N/A
       30-Sep-88            1.38485        1.57378        1.74932        1.07351        1.02977        1.00586            N/A
       31-Dec-88            1.40768        1.57964        1.79322        1.09680        1.04843        1.07983            N/A

1989   31-Mar-89            1.43381        1.58916        1.89404        1.15356        1.06436        1.12695            N/A
       30-Jun-89            1.46273        1.70938        2.05552        1.24706        1.08803        1.12363            N/A
       30-Sep-89            1.48969        1.71664        2.24492        1.32515        1.06159        1.23424            N/A
       31-Dec-89            1.51667        1.76801        2.29422        1.32679        1.01279        1.26541            N/A

1990   31-Mar-90            1.54121        1.74036        2.23465        1.27222        0.96666        1.15976            N/A
       30-Jun-90            1.56660        1.79428        2.28791        1.30917        1.01715        1.21030            N/A
       30-Sep-90            1.59159        1.80617        1.92449        1.16547        0.91553        1.05289            N/A
       31-Dec-90            1.61757        1.88843        2.14426        1.25965        0.88031        1.08669            N/A

1991   31-Mar-91            1.64007        1.93178        2.54576        1.39732        1.01671        1.13425            N/A
       30-Jun-91            1.65943        1.95982        2.56794        1.42269        1.09665        1.12538            N/A
       30-Sep-91            1.67708        2.06514        2.56190        1.49197        1.15554        1.18030            N/A
       31-Dec-91            1.69352        2.16852        2.66469        1.58384        1.20818        1.19366            N/A

1992   31-Mar-92            1.70647        2.13280        2.80723        1.56248        1.28975        1.13553            N/A
       30-Jun-92            1.71673        2.21191        2.82123        1.59376        1.32878        1.18434            N/A
       30-Sep-92            1.72539        2.29772        2.84544        1.65912        1.37870        1.12607            N/A
       31-Dec-92            1.73311        2.29194        3.00000        1.72009        1.40033        1.13674            N/A

1993   31-Mar-93            1.74004        2.38331        3.26582        1.90917        1.48145        1.23501            N/A
       30-Jun-93            1.74636        2.44112        3.35740        1.97475        1.54887        1.28352            N/A
       30-Sep-93            1.75291        2.50972        3.47422        2.03732        1.56716        1.44096            N/A
       31-Dec-93            1.75973        2.48943        3.60570        2.07432        1.64713        1.60476            N/A

1994   31-Mar-94            1.76667        2.41065        3.50101        2.03262        1.63845        1.53641            N/A
       30-Jun-94            1.77613        2.37820        3.51214        2.03906        1.61797        1.53198            N/A
       30-Sep-94            1.78921        2.38221        3.69964        2.15338        1.61477        1.59646            N/A
       30-Dec-94            1.80554        2.37561        3.65464        2.07507        1.58019        1.50533            N/A

<CAPTION>

       DISCOVERY SELECT        STIX         TRINST         TREQST         JANINT         JANGRW         MFSEMG         MFSRSR
       ----------------------------------------------------------------------------------------------------------------------
<S>                       <C>            <C>            <C>            <C>            <C>            <C>            <C>
1988   31-Mar-88            0.89961            N/A            N/A            N/A            N/A            N/A            N/A
       30-Jun-88            0.95207            N/A            N/A            N/A            N/A            N/A            N/A
       30-Sep-88            0.95209            N/A            N/A            N/A            N/A            N/A            N/A
       31-Dec-88            0.97813            N/A            N/A            N/A            N/A            N/A            N/A

1989   31-Mar-89            1.04210            N/A            N/A            N/A            N/A            N/A            N/A
       30-Jun-89            1.12827            N/A            N/A            N/A            N/A            N/A            N/A
       30-Sep-89            1.24262            N/A            N/A            N/A            N/A            N/A            N/A
       31-Dec-89            1.26306            N/A            N/A            N/A            N/A            N/A            N/A

1990   31-Mar-90            1.21953            N/A            N/A            N/A            N/A            N/A            N/A
       30-Jun-90            1.28772            N/A            N/A            N/A            N/A            N/A            N/A
       30-Sep-90            1.10713            N/A            N/A            N/A            N/A            N/A            N/A
       31-Dec-90            1.20018            N/A            N/A            N/A            N/A            N/A            N/A

1991   31-Mar-91            1.36794            N/A            N/A            N/A            N/A            N/A            N/A
       30-Jun-91            1.35821            N/A            N/A            N/A            N/A            N/A            N/A
       30-Sep-91            1.42369            N/A            N/A            N/A            N/A            N/A            N/A
       31-Dec-91            1.53544            N/A            N/A            N/A            N/A            N/A            N/A

1992   31-Mar-92            1.49022            N/A            N/A            N/A            N/A            N/A            N/A
       30-Jun-92            1.51129            N/A            N/A            N/A            N/A            N/A            N/A
       30-Sep-92            1.55168            N/A            N/A            N/A            N/A            N/A            N/A
       31-Dec-92            1.62200            N/A            N/A            N/A            N/A            N/A            N/A

1993   31-Mar-93            1.68565            N/A            N/A            N/A            N/A            N/A            N/A
       30-Jun-93            1.68585            N/A            N/A            N/A            N/A            N/A            N/A
       30-Sep-93            1.72162            N/A            N/A            N/A        1.01928            N/A            N/A
       31-Dec-93            1.75431            N/A            N/A            N/A        1.03060            N/A            N/A

1994   31-Mar-94            1.68051        0.99985        0.99985            N/A        1.03899            N/A            N/A
       30-Jun-94            1.68075        1.00648        1.01342        0.96178        1.02019            N/A            N/A
       30-Sep-94            1.75506        1.04459        1.06188        0.98120        1.04618            N/A            N/A
       30-Dec-94            1.74751        1.00728        1.06022        0.96290        1.04447            N/A            N/A


<CAPTION>

       DISCOVERY SELECT      AIMGRI         AIMVAL         OPPMAN         OPPSMC         WARVCP          TOTAL
       -------------------------------------------------------------------------------------------------------
<S>                       <C>            <C>            <C>            <C>            <C>            <C>

1988   31-Mar-88                N/A            N/A            N/A            N/A            N/A        7.48247
       30-Jun-88                N/A            N/A            N/A            N/A            N/A        7.74367
       30-Sep-88                N/A            N/A        1.00056        0.99757            N/A       10.76731
       31-Dec-88                N/A            N/A        1.03786        1.01297            N/A       11.03456

1989   31-Mar-89                N/A            N/A        1.14942        1.09464            N/A       11.54804
       30-Jun-89                N/A            N/A        1.20189        1.11059            N/A       12.12710
       30-Sep-89                N/A            N/A        1.29635        1.19138            N/A       12.80258
       31-Dec-89                N/A            N/A        1.35673        1.18235            N/A       12.98603

1990   31-Mar-90                N/A            N/A        1.30368        1.13117            N/A       12.56924
       30-Jun-90                N/A            N/A        1.39023        1.18407            N/A       13.04743
       30-Sep-90                N/A            N/A        1.20701        1.01227            N/A       11.78255
       31-Dec-90                N/A            N/A        1.29213        1.05300            N/A       12.42222

1991   31-Mar-91                N/A            N/A        1.55612        1.25113            N/A       13.84108
       30-Jun-91                N/A            N/A        1.62229        1.33498            N/A       14.14739
       30-Sep-91                N/A            N/A        1.71975        1.45902            N/A       14.73439
       31-Dec-91                N/A            N/A        1.86092        1.53837            N/A       15.44714

1992   31-Mar-92                N/A            N/A        1.95413        1.70897            N/A       15.78758
       30-Jun-92                N/A            N/A        1.95175        1.64842            N/A       15.96821
       30-Sep-92                N/A            N/A        2.05793        1.64933            N/A       16.29138
       31-Dec-92                N/A            N/A        2.17831        1.85035            N/A       16.93287

1993   31-Mar-93                N/A            N/A        2.25024        1.99725            N/A       17.94794
       30-Jun-93                N/A        1.04992        2.30742        2.03405            N/A       19.42926
       30-Sep-93                N/A        1.09909        2.37853        2.11644            N/A       21.11725
       31-Dec-93                N/A        1.11975        2.37335        2.18516            N/A       21.64424

1994   31-Mar-94                N/A        1.14703        2.34605        2.09741            N/A       23.19550
       30-Jun-94            0.97476        1.09567        2.40329        2.00545            N/A       25.01727
       30-Sep-94            1.01372        1.16241        2.45725        2.13931            N/A       25.89727
       30-Dec-94            0.99101        1.14893        2.40478        2.12447            N/A       25.48795

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

       DISCOVERY SELECT        MMKT           BOND          STOCK          HIDIV          HIYLD           GLEQ         GROWTH
       ----------------------------------------------------------------------------------------------------------------------
<S>                       <C>            <C>            <C>            <C>            <C>            <C>            <C>

1995   31-Mar-95            1.82495        2.47253        3.96491        2.19764        1.65780        1.49401            N/A
       30-Jun-95            1.84509        2.64432        4.23150        2.35171        1.71894        1.63630        1.12463
       30-Sep-95            1.86443        2.69911        4.59104        2.47267        1.76307        1.75970        1.22724
       31-Dec-95            1.88376        2.82857        4.73205        2.49069        1.83209        1.72032        1.24327

1996   31-Mar-96            1.90143        2.76354        4.96716        2.63240        1.88681        1.82365        1.28380
       30-Jun-96            1.91871        2.76596        5.04308        2.64792        1.90659        1.88361        1.32734
       30-Sep-96            1.93636        2.81876        5.10366        2.71157        1.98705        1.92369        1.35265
       31-Dec-96            1.95487        2.91204        5.53059        2.99006        2.01251        2.03061        1.40276

1997   31-Mar-97            1.97283        2.89412        5.59478        3.00384        2.01311        2.01313        1.36628
       30-Jun-97            1.99194        3.01096        6.22129        3.48848        2.11615        2.26846        1.62977
       30-Sep-97            2.01202        3.10796        6.90980        4.02910        2.23578        2.34954        1.87490
       31-Dec-97            2.03265        3.11795        6.79896        4.02831        2.25832        2.14219        1.82209

<CAPTION>

       DISCOVERY SELECT        STIX         TRINST         TREQST         JANINT         JANGRW         MFSEMG         MFSRSR
       ----------------------------------------------------------------------------------------------------------------------
<S>                       <C>            <C>            <C>            <C>            <C>            <C>            <C>
1995   31-Mar-95            1.90917        1.00104        1.14384        0.92301        1.11969            N/A            N/A
       30-Jun-95            2.08204        1.03905        1.21932        1.01429        1.18159            N/A            N/A
       30-Sep-95            2.23815        1.07973        1.30867        1.11179        1.28258        1.08409        1.03722
       31-Dec-95            2.36221        1.10437        1.40860        1.16948        1.34097        1.16778        1.10015

1996   31-Mar-96            2.47973        1.15567        1.46762        1.27761        1.44865        1.24335        1.15983
       30-Jun-96            2.57933        1.19593        1.50526        1.41050        1.47543        1.33460        1.22504
       30-Sep-96            2.64723        1.19763        1.55152        1.45403        1.53372        1.37550        1.26774
       31-Dec-96            2.85512        1.24923        1.66087        1.55340        1.56638        1.34766        1.32722

1997   31-Mar-97            2.91822        1.24301        1.70560        1.65650        1.56912        1.25690        1.29554
       30-Jun-97            3.41174        1.38496        1.89331        1.82540        1.76212        1.48306        1.49788
       30-Sep-97            3.65149        1.37228        2.03465        1.91156        1.92332        1.68038        1.61270
       31-Dec-97            3.74014        1.26964        2.10954        1.81547        1.89610        1.62024        1.57411


<CAPTION>

       DISCOVERY SELECT      AIMGRI         AIMVAL         OPPMAN         OPPSMC         WARVCP          TOTAL
       -------------------------------------------------------------------------------------------------------
<S>                       <C>            <C>            <C>            <C>            <C>            <C>
1995   31-Mar-95            1.07328        1.25820        2.70937        2.06215            N/A       26.81159
       30-Jun-95            1.18230        1.41395        3.09791        2.23452            N/A       30.01746
       30-Sep-95            1.30451        1.57246        3.31366        2.38130            N/A       34.09142
       31-Dec-95            1.30858        1.54376        3.45213        2.41418            N/A       35.10296

1996   31-Mar-96            1.36888        1.54899        3.68746        2.50577            N/A       36.60235
       30-Jun-96            1.42154        1.61976        3.73399        2.60294            N/A       37.59753
       30-Sep-96            1.46656        1.63779        3.90401        2.66541            N/A       38.53488
       31-Dec-96            1.54775        1.75108        4.18117        2.82864        0.98413       41.68609

1997   31-Mar-97            1.53018        1.72519        4.21706        2.78346        0.89137       41.65024
       30-Jun-97            1.79385        2.01672        4.73333        3.22056        1.01045       46.76043
       30-Sep-97            1.96898        2.17722        5.03915        3.50516        1.15461       50.55060
       31-Dec-97            1.91890        2.13600        5.04270        3.40999        1.09996       49.83326

</TABLE>


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